General terms and conditions of sale, delivery and payment
of the private companies Recruitz.io Netherlands B.V. and Recruitz.io International B.V. (hereinafter jointly referred to as: “RECRUITZ”), having their registered offices at Zeemagazijnkade 3, 1018 LE Amsterdam
Last updated: December 28, 2016
Article 1 – General
- These General Terms and Conditions (hereinafter: Terms and Conditions) apply to all offers, orders and/or agreements between RECRUITZ and the Client intended for the provision of services by RECRUITZ. Any deviations from or changes to these Terms and Conditions must be confirmed in writing by RECRUITZ and will only apply to the relevant offer / order / agreement.
- “Client” is understood to mean any natural person or legal entity for whom or which RECRUITZ performs services, including their agents, authorised representatives, legal successors and heirs.
- Any general terms and conditions applied by the Client are non-binding on RECRUITZ, unless RECRUITZ has agreed to them in writing.
- In the event of a written agreement by RECRUITZ with the applicability of one or more deviating terms or conditions, these Terms and Conditions will otherwise remain in full force.
- If a provision of the Terms and Conditions is null and void or proves not be applicable, the other provisions remain in full force. In that event, the null and void / not applicable provision will be replaced by a provision that is in line with the other provisions of these Terms and Conditions.
- Supplementary to the Terms and Conditions, special terms and conditions may be agreed between RECRUITZ and the Client with a view to the performance of the agreement. In the event of inconsistencies between the Terms and Conditions and any special terms and conditions, the special terms and conditions will prevail and these Terms and Conditions will apply additionally.
Article 2 – Agreements and Changes
- An online offer procedure precedes the placement of an order by the Client. The Client enters the necessary data in RECRUITZ’s online environment, on the basis of which a campaign proposal with quotation is generated. If desired, the Client may also enter any additional variables desired, on the basis of which a modified proposal is drawn up. The Client places an order with RECRUITZ by approving the online proposal and these terms and conditions online, after which the agreement with RECRUITZ is created. Until the Client has approved the offer generated and these terms and conditions, either party may unilaterally cancel the order with no further obligations and/or entitlements.
- An order placed by the Client will be considered by RECRUITZ to be an irrevocable offer.
- In respect of the Client, RECRUITZ is exclusively bound by an order placed with RECRUITZ if, after approving the offer generated and these terms and conditions in RECRUITZ’s online environment, the Client has received the confirmation of receipt from RECRUITZ by email, or if RECRUITZ has commenced the performance of the order. RECRUITZ is entitled to refuse an order without stating reasons. RECRUITZ expressly retains the right of further determining the term for performance of the order after the order is placed.
- RECRUITZ must be informed in a timely fashion and in writing of any changes desired by the Client in the performance of an order after it has been placed, whether or not by means of RECRUITZ’s online environment, and are only binding on RECRUITZ if RECRUITZ has also confirmed these in writing, whether or not digitally and/or by means of RECRUITZ’s online environment. After RECRUITZ has gone live with an advertising campaign, in principle the Client may make no more changes to the performance of the order. The Client will bear the risk of correct or incorrect performance of any orders and/or changes in the performance thereof given verbally or by telephone.
- The Client grants prior permission to RECRUITZ to implement changes in the performance of an order, either automatically or manually, on behalf of the Client if this serves the purpose of the instructions given by the Client in writing (whether or not by means of RECRUITZ’s online environment) or the order’s intended objectives.
- Any changes to an order placed by the Client, of any nature whatsoever, that entail higher costs than the costs that could be taken into account in the original offer issued by RECRUITZ will be for the Client’s account. Any cost reduction resulting from such changes does not give the Client any right with regard to a reduction of the purchase price. RECRUITZ may nevertheless decide at its own discretion that such changes will result in the payment of a lower purchase price.
- Changes made may lead to RECRUITZ amending or exceeding the term for the performance of the order indicated by RECRUITZ prior to the changes. This may not be invoked to RECRUITZ’s detriment.
- An order placed with RECRUITZ may only be cancelled by the Client with written consent from RECRUITZ, whether or not digitally and/or by means of the online environment. In that event, the Client who cancelled the order in full or in part is required to compensate RECRUITZ for all costs incurred, including the costs that reasonably arose in connection with the performance of the order, without prejudice to RECRUITZ’s right to compensation of lost profits or any other loss related to the cancelled order.
- RECRUITZ is only bound by undertakings made by or arrangements made with its employee or employees if these have been confirmed by RECRUITZ in writing.
- Orders, order confirmations or other correspondence by email and/or other electronic communications are accepted by the parties as correspondence that is legally binding. The electronic communications referred to here expressly do not include direct messaging services such as Whatsapp, Facebook Messenger, iMessage, etc.
Article 3 – Offers and quotations
- All offers and price lists by RECRUITZ are free of obligation unless explicitly stated otherwise.
- Descriptions and prices in offers are given by RECRUITZ subject to reservation, and apply only by approximation. The Client may not derive any right whatsoever from any errors in offers and quotations from RECRUITZ.
- RECRUITZ’s offers and quotations are generated based on the wishes indicated by the client and on the data and specifications issued by the Client. Offers and quotations are based on the performance of the order within normal terms and under normal circumstances.
- RECRUITZ calculates the prices of its provision of services based on the data collected by means of the RECRUITZ system. The Client consents to these price calculations taking place by means of the RECRUITZ system.
- If an offer includes a non-binding proposal and the Client accepts that proposal, RECRUITZ is entitled to rescind the proposal within five (5) work days after receipt of the Client’s acceptance.
- The specifications of the performance of the order are displayed and described in the campaign proposal automatically generated and in RECRUITZ’s online environment.
- All orders are processed on the basis of the prices that apply at the time the order is placed. The prices are exclusive of VAT and/or other levies imposed and are expressed in euros, unless agreed otherwise.
- RECRUITZ is entitled to change the agreed price if changed market prices or other developments – such as changes in the costs of labour, government measures, inflation, currency exchange rates, taxes, duties, levies, etc. – give cause to do so. RECRUITZ will inform the Client of any price increase in writing as quickly as possible. If the price increase occurs within three (3) months after the conclusion of an agreement and exceeds ten (10) percent of the original price, the Client has the right to invoke its right to cancel the agreement in writing within ten (10) days after dispatch of the written notice referred to in the previous sentence, absent which the Client is deemed to have approved the price increase.
Article 4 – Contract term and deadlines
- The agreement is entered into for a period of thirty (30) days after which it ends by operation of law, unless the parties agree otherwise expressly and in writing.
- If, within the term of the agreement, a term is agreed for the completion of certain activities by RECRUITZ, then this is never a deadline. When the term of performance is exceeded, the Client must give RECRUITZ a reasonable term within which RECRUITZ may complete the activities as yet.
- RECRUITZ is entitled to perform the order in parts. Each partial performance of the order may be invoiced separately. In such cases, payment must be made in accordance with the provisions in Article 6 of these Terms and Conditions.
Article 5 – Payment
- Payment must take place within thirty (30) days after the invoice date, by transfer of the amount owed into the bank or giro account stated on the invoice. Payment by the Client may exclusively be made in the currency in which the agreed prices were stated, unless agreed otherwise in writing. Any currency risk is for the Client’s account.
- Payment is deemed to have been made at the time that the amount is in the possession of the entity stated on the invoice or has been credited to the bank account of the entity stated on the invoice.
- The Client hereby waives its rights of set-off and suspension of performance.
- If the term of thirty (30) days mentioned in Article 5.1 of these Terms and Conditions is exceeded, RECRUITZ is entitled to terminate or suspend the agreement with the Client in full or in part. In the event of termination or suspension under this provision, the Client shall be fully liable for the damage suffered and to be suffered by RECRUITZ and/or the entity stated on the invoice. In addition, without prejudice to the other rights of RECRUITZ and/or the entity stated on the invoice, the Client is in default by operation of law and owes monthly interest equal to the statutory (commercial) interest on (the outstanding part of) the invoice as from the date that the payment term is exceeded until the date of full payment of the invoice amount. At that time, RECRUITZ and/or the entity stated on the invoice is entitled to demand immediate payment of all unpaid invoices and to suspend further performance of the order until the entire invoice amount has been paid or satisfactory security has been provided.
- All judicial and extrajudicial collection costs incurred by RECRUITZ and/or the entity stated on the invoice as a result of the Client’s failure to perform its payment obligations are for the Client’s account.
- All claims against the Client may be set off by RECRUITZ and/or the entity stated on the invoice against any debts owed to the Client or parties affiliated with the Client.
- Payments made by the Client are always used first to settle all costs and interest due and subsequently to settle the oldest payable invoice, even if the Client states that the payment relates to a later invoice.
Article 6 – Client’s obligations
- The Client ensures that all data necessary for the performance of the agreement and/or other specifications that apply to the relevant agreement are available to RECRUITZ in a timely fashion. Any terms agreed commence only after the Client has made the information necessary for the performance of the order available to RECRUITZ.
- For the purpose of the performance of the order by RECRUITZ, the Client must satisfy the technical requirements and specifications imposed by RECRUITZ within that context, including the integration of software codes, tags and cookies on the client’s media and making available to RECRUITZ all relevant files for the purpose of the provision of services by RECRUITZ.
- If the commencement or progress of the performance of the agreement is delayed by factors attributable to the Client, RECRUITZ is entitled to suspend the performance of the agreed order and/or to charge the damage and costs ensuing therefrom for RECRUITZ to the Client.
- The Client guarantees that the materials supplied to RECRUITZ are safe contain no viruses, Trojan horses, worms or any other programs that could in any way damage RECRUITZ’s computer systems, computer programs and/or websites. The Client also guarantees that, when supplying the relevant materials, no use will be made of any equipment and/or software that may disrupt the proper functioning of RECRUITZ’s computer systems, computer programs and/or websites, and that no data will be transmitted that disproportionately burden the infrastructure of RECRUITZ’s computer systems, computer programs and/or websites as a result of their size and/or other properties.
- The Client is responsible for the use and the security of the password and user name used in RECRUITZ’s online environment. In the event of loss, abuse or involuntary disclosure of this information, the Client will immediately inform RECRUITZ accordingly.
- The Client allows RECRUITZ to use it’s name and logo for multipe marketing purposes including, but not limited to, placement on a Client list on the Recruitz.io website, brochures or other media.
Article 7 – Provision of services by RECRUITZ
- After (online) approval by the Client of the campaign proposal, including quotation, from RECRUITZ and of these terms and conditions as laid down in Article 2.3, the Client creates a RECRUITZ account (upon the first order) and performs payment of the campaign (by credit card or invoice). The Client subsequently indicates whether it wants RECRUITZ to create advertisements – comprising text and/or imagery – and/or wants to upload the photographic materials intended for use with the advertisement(s) itself.
- The provision of services by RECRUITZ comprises of placement of the advertisements designed by RECRUITZ or received from the Client on various paid and unpaid media channels, by means of the software / artificial intelligence developed by RECRUITZ. RECRUITZ can advertise via email and SMS as well, if candidates provide the needed data. The data candidates provide using Apply2.0 can also be used to create a candidate profile using API’s. This profile is provided to the related Client using the Dashboard. When using Apply2.0, RECRUITZ will take on the role of data Processor and the Client will take on the role of data Controller. The advertisements may be comprising text and/or imagery, depending on the media channels used. After approval of the campaign by Client and verification by RECRUITZ of the contents of the campaign (and, with payment by invoice, of the Client’s creditworthiness), RECRUITZ ensures that the advertisement goes live. In accordance with Article 2.5 of these terms and conditions, RECRUITZ is free to adjust the necessary settings (automatically or manually) within an advertising campaign and the method of placement of the advertisements.
- RECRUITZ expressly rejects any liability for the contents of the Client’s advertisements and the manner in which they are displayed (in words and/or images). In that regard, the Client bears complete responsibility and liability for the content included in the advertisements and any third-party rights thereon.
- If possible and applicable, in the performance of the order RECRUITZ uses the A/B testing technology developed by RECRUITZ in order to roll out the most efficient campaign possible for the Client. If possible and applicable, the A/B testing technology uses different variations, on the basis of which RECRUITZ determines the most result-oriented campaign.
- The Client acknowledges and accepts that in the performance of the order, RECRUITZ is responsible – at its own discretion – for the display of the materials provided by the Client on the agreed media channels. In that regard, the Client will not object when the materials provided are displayed on the relevant channels along with materials from its direct or indirect competitors.
- In the performance of the agreed activities, RECRUITZ is free to modify the software / artificial intelligence used at its own discretion.
- If the Client does not comply with the policy rules and guidelines mentioned in Article 6.4, RECRUITZ reserves the right not to have the materials provided by the Client displayed by means of the media channels agreed in the order, or to have the display of these materials terminated, without any (written) notice to that end or compensation of damage to the Client being required.
- In the performance of the order, RECRUITZ will endeavour not to have the materials provided by the Client displayed on websites or other media that contain unlawful, disgraceful, obscene or pornographic content. If the Client notifies RECRUITZ in writing that the materials provided are being displayed on channels of this type, RECRUITZ will make its best efforts to ensure removal of the same.
- Via its servers, in the performance of the order RECRUITZ measures the number of clicks and/or other data in connection with the order. Via an online environment (dashboard), RECRUITZ offers the Client the possibility of consulting the statistical data on a daily basis and managing the Client’s account. Within this online environment, the Client also has the option of stopping the advertising campaign with due observance of these terms and conditions.
Article 8 – Complaints
- The Client has an obligation to continually check RECRUITZ’s services, beginning at the commencement of the provision of services. If a deficiency is discovered, the Client must immediately, but no later than within five (5) days after the discovery of the deficiency, inform RECRUITZ of the deficiency in writing, whether by email or by means of RECRUITZ’s online environment. Claims ensuing from any deficiency in the performance of the provision of services by RECRUITZ lapse in any event after one (1) month after the provision of the relevant services by RECRUITZ.
- If, with due observance of the provisions of Article 8.1, RECRUITZ deems the objection valid, RECRUITZ is only required to remedy the performance to which the objection pertains.
- Making an objection as referred to Article 8.1 does not release the Client from its payment obligations in respect of RECRUITZ.
Article 9 – Engagement of third parties
- RECRUITZ is entitled to engage third parties in the performance of the agreement on behalf of and for the account of the Client if, in RECRUITZ’s opinion, this is necessary or ensues from the agreement. The relevant costs will be charged to the Client in accordance with the quotation provided by RECRUITZ.
- If the Client engages third parties for the provision of products and/or services, the Client warrants the quality of the products and services of these third parties.
Article 10 - Liability
- RECRUITZ is liable for damage as a result of any non-performance, incorrect or partially incorrect performance of the order only if and in so far as this is the direct result of gross negligence on the part of RECRUITZ. RECRUITZ’s liability for damage caused by disruptions in the electronic provision of services by RECRUITZ and by third parties, such as providers, network operators or other telecommunication networks is therefore excluded. All further or other liability for incorrect performance or other non-performance or other failures by RECRUITZ, or for consequential damage and other damage suffered by the Client or third parties, on any ground whatsoever, is expressly excluded.
- In any event, RECRUITZ is not liable for:
- - indirect damage, including but not limited to: operational damage, consequential damage or damage due to delays suffered by the Client, due to any cause whatsoever. The Client must take out insurance for such damage where necessary;
- - damage caused by any act or omission by the Client or third parties contrary to instructions issued by RECRUITZ or contrary to the order and the terms and conditions;
- - damage caused by any act and/or omission by third parties, including agents engaged by RECRUITZ.
- Any liability on the part of RECRUITZ for direct damage is limited to the amount that the Client owes or owed to RECRUITZ in the three months preceding the damaging event by virtue of the services provided by RECRUITZ pursuant to the agreement. In addition, RECRUITZ’s total liability for damages is limited at all times to the amount that the insurer is willing to pay out in the relevant case.
- The Client is obliged to indemnify RECRUITZ and hold it harmless from and against all claims against RECRUITZ for damages from third parties with regard to the performance of the agreement, unless intent or gross negligence on the part of RECRUITZ is involved. The Client is also obliged to indemnify RECRUITZ and hold it harmless from and against all claims from third parties that are related to or ensue from the Client’s use of the services provided by RECRUITZ.
- Any RECRUITZ employees held liable may invoke the provisions of this article as if they were a party to the agreement between RECRUITZ and the Client.
Article 11 – Intellectual property and confidentiality
- The intellectual property rights on the systems applied by RECRUITZ in the performance of the order, including the software / artificial intelligence developed by RECRUITZ and the source codes and accessories on which these are based, belong exclusively to RECRUITZ. The Client will refrain from any infringement of RECRUITZ’s exclusive rights, including producing or procuring similar systems.
- The intellectual property rights arising during or ensuing from the performance of the order, such as with regard to advertising and other materials created by RECRUITZ, for example, accrue exclusively to RECRUITZ, unless otherwise agreed in writing and with the exception of the intellectual property rights already accruing to the Client at the time that this agreement is entered into.
- During the term of the order, the Client hereby grants RECRUITZ a non-exclusive licence at no cost for the use of any intellectual property right belonging to the Client, in so far as this is necessary to enable RECRUITZ to perform the order.
- The parties are obliged to keep confidential all confidential information that they have acquired from each other or from another source within the context of the agreement. Information is deemed confidential if the other party is so informed or if this ensues from the nature of the information. The parties will take reasonable measures with regard to employees and agents or third parties engaged in order to safeguard the confidentiality of such information.
- The Client is not permitted to use the information made available to it by RECRUITZ for any purpose other than that for which it was acquired or to re-use it for any other media or activities, unless RECRUITZ has given consent to do so.
- The Client will not disclose the contents of reports, recommendations or other written communications from RECRUITZ, unless the Client has obtained written consent to that end from RECRUITZ.
- If RECRUITZ is required pursuant to a statutory provision or court decision to disclose (confidential) information, the Client is not entitled to claim damages or compensation of damage, or to cancel the agreement.
- The obligation to observe confidentiality referred to in this article continues to exist even after cancellation or termination of the agreement between RECRUITZ and the Client.
Article 12 – Security
- If RECRUITZ has cause to suspect that the Client will be unable to perform its obligations by virtue of the agreement, the Client is obliged upon RECRUITZ’s first request to provide sufficient security for the complete performance of all of its obligations with regard to agreements performed or yet to be performed in full or in part by RECRUITZ, in a manner to be indicated by RECRUITZ.
Article 13 – Suspension, cancellation, force majeure
- If RECRUITZ has the well-founded fear that the Client will fail in respect of RECRUITZ, and/or the Client fails in the performance of any obligation in respect of RECRUITZ in any manner whatsoever, as well as in the event of a change or cancellation of the credit limit, a request for suspension of payments, the grant of suspension of payments or provisional suspension of payments, conservatory or executory attachment against the Client, a petition, report or claim for bankruptcy, or liquidation or cessation of all or part of the Client’s enterprise, RECRUITZ is authorised, without prejudice to the other rights to which it is entitled, without any obligation to pay damages, and without notice of default or judicial intervention:
- to suspend the performance of the agreement until sufficient security has been provided for payment of all that owed by the Client to RECRUITZ; and/or
- to suspend any and all of its own payment obligations; and/or
- to cancel every agreement with the Client in full or in part;
- all such without prejudice to the Client’s obligation to pay for the products already delivered and/or services already provided, and without prejudice to RECRUITZ’s other rights, including the right to damages.
- In the event that RECRUITZ is obstructed from performing the agreement as a result of force majeure, RECRUITZ is entitled to suspend the performance of the agreement without judicial intervention or to cancel the agreement in full or in part, without being obliged to pay any damages.
- 3. If the obstruction to the performance of the agreement by RECRUITZ due to force majeure relates to only a part of the agreement, this does not prejudice the Client’s (payment and other) obligations with regard to the part of the agreement that has already been performed.
- Force majeure exists in the event of any circumstance independent of RECRUITZ’s control as a result of which the performance of the agreement is permanently or temporarily obstructed, as well as, in so far as not already included in the same, in the event of war, risk of war, civil war, riot, strike, fire, excessive sickness absence of RECRUITZ’s employees or any other disruption of the business of RECRUITZ or its suppliers. Force majeure also exists if a supplier from which RECRUITZ purchases products or services with regard to the performance of the agreement with the Client remains in default of timely and/or proper delivery.
Article 14 – Transfer of rights and obligations
- The Client may not transfer its rights and/or obligations ensuing from any agreement with RECRUITZ to third parties or have them serve as security regarding claims by third parties, without prior written consent from RECRUITZ.
Article 15 – Applicable law, competent court
- These Terms and Conditions and all legal relationships between RECRUITZ and the Client are governed by the law of the Netherlands. The Vienna Sales Convention expressly does not apply.
- In so far as the law does not imperatively prescribe otherwise, only the Amsterdam District Court will be competent at first instance to examine any disputes arising with regard to any agreement or the performance of any agreement between RECRUITZ and the Client, as well as disputes regarding these Terms and Conditions and all provisions thereof, including for obtaining provisional relief.
Article 16 – Dutch text prevails
- In the event of a conflict between a translation and the Dutch version of these Terms and Conditions, the Dutch version prevails.