SystemsAccountants BV – Permanent Terms – English
SYSTEMSACCOUNTANTS B.V. has its registered office in Amsterdam (1101 BR) at the address Haaksbergweg 71 and is filed at the Chamber of Commerce under company registration number: 64997316. It is part of the SYSTEMSACCOUNTANTS Limited group.
The natural person or legal entity with whom SYSTEMSACCOUNTANTS B.V. enters into the client assignment, or an associated company with whom the candidate enters employment or by whom the candidate shall be employed, which may also refer to a parent company or subsidiary within the group companies.
The agreement between the principal and SYSTEMSACCOUNTANTS B.V. under which SYSTEMSACCOUNTANTS B.V. shall perform recruitment and selection activities for the benefit of the principal in order to establish a direct employment relationship between the candidate and the principal for an indefinite term or for a fixed term.
Confirmation of the client assignment
The document to be sent by SYSTEMSACCOUNTANTS B.V. to the principal establishing the client assignment. The confirmation of the client assignment shall in any event contain a description of the working method to be followed, the amount of the contractual fee, and the payment method.
The applicant who is involved in recruitment and selection activities by SYSTEMSACCOUNTANTS B.V. for the benefit of the principal.
The moment at which the principal agrees on an employment relationship of whatever nature with the candidate presented by SYSTEMSACCOUNTANTS B.V. within the scope of a client assignment or introduction whether on its own behalf, through third parties, and/or for the benefit of third parties.
The fee payable by the principal to SYSTEMSACCOUNTANTS B.V. upon commencement of employment – being the rate applied on the total amount of the gross annual salary of the candidate on a fulltime basis (during the first 12 months of the employment contract, or if the commitment has a shorter term of contract, a 12-month fulltime employment relationship shall nevertheless be assumed) – to be increased by all other (gross) amounts paid to the candidate in the aforementioned period, including but not limited to:
- guaranteed bonus and sales commission;
- holiday allowance;
- 13th-month pay;
- profit-sharing payments;
- company car or company-car allowance. If the principal provides a company car, a notional amount of EUR 6,000 for the first 12-month period shall be added to the gross monthly salary of the candidate (and proportionately if the commitment is for a shorter fixed term);
- relocation allowance; and
- all other taxable amounts, to be increased by VAT.
The introduction of a candidate to be interviewed by the principal or the submission of a curriculum vitae of a candidate to the principal (via e-mail, recruitment portal of a principal, or otherwise).
An agreement between employer and employee, in which the employee personally undertakes to perform work for a specific period under the authority of the employer and shall receive salary in exchange.
Article 2 Applicability
1. These general terms and conditions are applicable to all and any current and future client assignments, introductions, quotations, applications, (written) agreements concerning the recruitment and selection of workers by SYSTEMSACCOUNTANTS B.V. for the principal.
2. These general terms and conditions are also applicable to all and any follow-up assignment or amended or additional client assignments granted to SYSTEMSACCOUNTANTS B.V. Applicability of any purchasing terms and conditions or any other terms and conditions of the principal is out of the question and is herewith explicitly dismissed.
3. Also, these terms and conditions are also not applicable to the recruitment and selection of candidates who are independent contractors (so-called “zzp” or “zelfstandige zonder personeel”). Client assignments for the benefit of recruitment and selection of independent-contractor candidates are governed by other detailed general terms and conditions.
4. Any deviating terms and conditions between SYSTEMSACCOUNTANTS B.V. and a principal shall only form part of that agreement if those terms and conditions have been explicitly accepted by SYSTEMSACCOUNTANTS B.V. in writing.
Article 3 The client assignment
1. SYSTEMSACCOUNTANTS B.V. shall draw up a confirmation per client assignment (which is typically sent by e-mail) and shall send the confirmation to the principal accompanied by the corresponding latest general terms and conditions of SYSTEMSACCOUNTANTS B.V. Based on the information provided by the principal, SYSTEMSACCOUNTANTS B.V. shall make an effort to select one or more candidates within the agreed term, who shall meet the requirements and expectations of the principal as much as possible. Once the said information is known, SYSTEMSACCOUNTANTS B.V. shall confirm (the contents of) the position and the corresponding gross annual salary.
2. A placement is confirmed when the principal – whether on its own behalf, through third parties, and/or for the benefit of third parties – agrees on an employment relationship of whatever nature within the scope of a client assignment with a candidate presented by SYSTEMSACCOUNTANTS B.V.
3. SYSTEMSACCOUNTANTS B.V. is at liberty to make use of the services of third parties during the implementation of the client assignment.
Article 4 Obligations of the principal
1. During the implementation of the client assignment, SYSTEMSACCOUNTANTS B.V. shall use as a starting point the information provided by the principal in terms of the desired profiles, working experience, and educational requirements. SYSTEMSACCOUNTANTS B.V. assumes that the said information is accurate and shall be submitted in a timely manner by the principal. The principal shall remain responsible for accepting and establishing that the candidate is in possession of the required skills and experience, and it is the responsibility of the principal to ascertain that the candidate has the required work permit, visa, and references if needed.
2. Within the scope of the service provision, the principal is held to provide SYSTEMSACCOUNTANTS B.V. with all relevant information that may have an impact on the services, including but not limited to organisational changes, changes of work location, and changes in the workforce.
3. The principal shall treat all candidate information confidentially and shall not use this information without the consent of the candidate(s) and/or SYSTEMSACCOUNTANTS B.V.
Article 5 Withdrawal and change of client assignment
If the principal withdraws a client assignment, terminates it before acceptance of an already presented candidate within the scope of the client assignment, or before expiry of the agreed term (in agreed confirmation e-mail of the client assignment), the principal shall not owe any fee to SYSTEMSACCOUNTANTS B.V.
Article 6 Termination of client assignment
1. A client assignment shall end at the moment when a placement is accomplished, or at the moment when one of the parties withdraws or terminates the client assignment.
2. In addition to the legal options provided by the law, the client assignment between SYSTEMSACCOUNTANTS B.V. and the principal may be terminated with immediate effect without requiring any judicial intervention and without requiring any notice of default, if any of the following circumstances occurs:
A. The principal has been declared bankrupt or a bankruptcy petition has been filed;
B. The principal is in (preliminary) administrative receivership or an administration order has been applied for;
C. The principal loses the free disposal of its property in whole or in part due to attachment of its property, placement under legal constraint or otherwise;
D. The (company of the) principal is dissolved or liquidated;
E. In the opinion of SYSTEMSACCOUNTANTS B.V., collection of existing or future claims on the principal cannot be adequately secured;
F. In case of a merger, demerger or acquisition on the part of the principal;
3. The aforementioned shall not affect the right of SYSTEMSACCOUNTANTS B.V. to claim full damages from the principal in the event of damage suffered.
Article 7 The contractual fee
1. For each placement, the principal shall owe SYSTEMSACCOUNTANTS B.V. a contractual fee amounting to the rate applied by SYSTEMSACCOUNTANTS B.V.
2. The contractual fee shall be payable at the moment when the candidate presented by SYSTEMSACCOUNTANTS B.V. enters into the employment contract with the principal for a fixed term or for an indefinite term.
3. The rate applied between the parties amounts to 25% of the total amount of the gross annual salary of the candidate on a fulltime basis (during the first 12 months of the employment contract, or if the commitment has a shorter term of contract, a 12-month fulltime employment relationship shall nevertheless be assumed) – to be increased by all other (gross) amounts paid to the candidate in the aforementioned period if a candidate introduced by SYSTEMSACCOUNTANTS B.V. is employed by the principal for a fixed term and/or for an indefinite term.
4. The principal shall also owe the following contractual fee if the candidate has initially been turned down by the principal, yet enters employment with the principal within twelve months after termination of a client assignment or within a period of one year after the introduction of a candidate by SYSTEMSACCOUNTANTS B.V. – in the same position or in another position than the position stated in the client assignment, or who is otherwise and/or in whatever way, via third parties/via another recruitment company or otherwise, is employed by the principal or by another of its associated companies.
5. In that case, the principal shall notify SYSTEMSACCOUNTANTS B.V. immediately of such an employment relationship or posting of the candidate, and, within 14 calendar days after the candidate has started working with the principal, the principal shall pay a contractual fee to SYSTEMSACCOUNTANTS B.V. equal to 25% of the contractual fee -being the total amount of the last-earned gross annual salary of the candidate on a fulltime basis (during the first 12 months of the employment contract, or if the commitment has a shorter term of contract, a 12-month fulltime employment relationship shall nevertheless be assumed) – to be increased by all other (gross) amounts paid to the candidate paid in the aforementioned period. If the principal fails to inform SYSTEMSACCOUNTANTS B.V. immediately, the contractual fee shall be immediately payable within 2 calendar days after the candidate has started working for the principal.
6. The fees set forth herein are payable by the principal regardless of what the principal has paid to a third party (including another recruiter) for the recruitment of the candidate.
7. All prices are in Euro and exclusive of the VAT payable. Other costs such as travel and/or hotel expenses incurred by the candidate in connection with the selection procedure shall be applied in consultation with the principal and shall be invoiced separately.
8. The principal shall not owe the contractual fee if SYSTEMSACCOUNTANTS B.V. has not succeeded in selecting a suitable candidate.
Article 8 Guarantee
1. If the candidate terminates the employment relationship of his own accord within a term of 56 calendar days after commencement of the employment relationship, or if it has become evident within this term that the candidate is not suitable for the intended position, SYSTEMSACCOUNTANTS B.V. shall make an effort to recruit and select an alternative candidate without the principal having to pay any extra costs for this.
2. In that case, for a period of 4 weeks or 28 calendar days, SYSTEMSACCOUNTANTS B.V. shall have the right of exclusivity to find a suitable alternative candidate, during which period the principal shall not accept any third-party services to find alternative candidates without the prior written consent of SYSTEM ACCOUNTANTS B.V.
3. A suitable alternative candidate is a person whose profile, skills, qualifications and experience match with the job description of the position filled by the candidate concerned.
4. The principal is entitled to a restitution of a part of the contractual fee, depending on the date of dissolution of the employment contract and depending on whether or not a suitable alternative candidate has been found:
A. Up to no more than 28 calendar days from the commencement date of employment there is a right of 75% restitution of the contractual fee.
B. Up to no more than 29-42 calendar days from commencement date of employment there is a right of 50% restitution of the contractual fee.
C. Up to no more than 43-56 calendar days from commencement date of employment there is a right of 25% restitution of the contractual fee.
5. The aforementioned restitution shall be at stake only if the following conditions have been met:
A. The principal has paid the contractual fee to SYSTEMSACCOUNTANTS B.V. well in time on the maturity date (28 calendar days after invoice date); and
B. There are no unpaid invoices payable to SYSTEMSACCOUNTANTS B.V., or to the candidate or otherwise; and
C. The principal has notified SYSTEMSACCOUNTANTS B.V. in writing within seven calendar days after the termination of the employment contract; and
D. The principal gives SYSTEMSACCOUNTANTS B.V. the exclusive authority to find an alternative candidate within 4 weeks and shall observe this; and
E. The principal shall not re-employ the candidate within twelve calendar months following termination of the employment contract in whatever position; and
F. The notice of termination of the employment contract must be permitted by law in accordance with Book 7 of the Dutch Civil Code.
6. This guarantee is not applicable if the candidate is no longer employed by the principal due to causes possibly relating to a change of job content, restructurings, mergers and acquisitions, termination of employment of the immediate supervisor, administrative receivership or bankruptcy of the principal. In all other cases in which the employment relationship ends after the aforementioned term of the probationary period, the principal shall remain fully liable to pay the contractual fee referred to in article 7.
Article 9 Payments
1. The principal is held to pay all invoices of SYSTEMSACCOUNTANTS B.V. within 28 calendar days after the invoice date. An invoice shall be deemed paid if and as soon as the payable amount has been received by SYSTEMSACCOUNTANTS B.V.
2. If an invoice is not paid within the term of payment referred to in paragraph 1, the principal shall be in default by operation of law as of the first day after expiry of the payment deadline and shall owe the statutory commercial interest per calendar month on the unpaid amount, in which a part of a month shall be taken into account as a full month. The print or copy of the invoice sent to the principal by SYSTEMSACCOUNTANTS which is in the possession of SYSTEMSACCOUNTANTS B.V. shall serve as full evidence of the liability to pay the interest and of the date on which the interest accumulation commences.
3. The principal is not authorized to offset the invoice amount, regardless of whether the principal challenges the invoice amount, against an alleged counterclaim, whether justified or not, and/or to suspend the payment of the invoice.
4. All judicial and extrajudicial expenses and/or collection charges incurred by SYSTEMSACCOUNTANTS B.V. because of the non-fulfilment by the principal of its obligations under this article shall be borne fully by the principal. The compensation of extrajudicial expenses shall be fixed at 15% of the payable principal amount inclusive of VAT and interest, unless SYSTEMSACCOUNTANTS B.V. can prove that it has incurred more costs. The liquidated damages shall be payable by the principal at all times as soon as the principal is in default and shall be invoiced without requiring any further evidence.
Article 10 Anti-discrimination clause
Upon entering into and during fulfilment of the client assignment or other agreement, the principal and SYSTEMSACCOUNTANTS B.V. shall exclusively set and give weight to requirements which are relevant for the vacant position. Also, the principal and SYSTEMSACCOUNTANTS B.V. shall not make any unpermitted distinction based on religion, belief, political affiliation, gender, race, nationality, heterosexual or homosexual orientation, marital status, handicap, chronical disease, age, or on whatever ground.
Article 11 Non-disclosure
The parties must not disclose any information of which they know or ought to know that it is confidential by nature, except where a legal obligation or court order compels them to disclose the information. Confidential information includes but is not limited to the information submitted within the scope of the agreement including but not limited to rates and (personal) data of candidates.
Article 12 Privacy
1. Within the scope of the client assignment a regular exchange of personal data takes place, in particular personal data of candidates. The principal and SYSTEMSACCOUNTANTS B.V. are held to treat such data confidentially in accordance with the General Data Protection Regulation (GDPR) and related legislation. The personal data of a candidate shall be included in a data file which the candidate is entitled to access, challenge, and correct. The privacy statement is published in the web site and explains how SYSTEMSACCOUNTANTS B.V. implements the obligation to provide information laid down in the GDPR to those whose personal data it processes.
2. The principal shall not demand any data from SYSTEMSACCOUNTANTS B.V. which SYSTEMSACCOUNTANTS B.V. is not permitted to disclose under applicable legislation. The principal is responsible for the further processing of the data received from SYSTEMSACCOUNTANTS B.V.
3. The principal shall indemnify SYSTEMSACCOUNTANTS B.V. against all and any claims by candidates or other third parties on SYSTEMSACCOUNTANTS B.V. in connection with a violation by the principal of the provisions in this article, and shall compensate SYSTEMSACCOUNTANTS B.V. for any corresponding costs incurred.
Article 13 Liability
1. The principal is ultimately responsible for choosing a candidate. SYSTEMSACCOUNTANTS B.V. is held to make an effort to recruit and select suitable candidates for the purpose of entering employment with the principal. The principal is responsible for the decision to enter into an employment contract with a candidate selected by SYSTEMSACCOUNTANTS B.V., as well as for the contents of that contract.
2. SYSTEMSACCOUNTANTS B.V. shall not accept liability if it turns out that the candidate does not meet the requirements or expectations of the principal, and shall not accept liability for any damage caused by the candidate.
3. SYSTEMSACCOUNTANTS B.V. shall not accept liability either for damage suffered by the principal if a candidate presented by SYSTEMSACCOUNTANTS B.V. within the scope of a client assignment or introduction decides not to enter into an employment relationship with the principal or decides to terminate (whether or not prematurely) an employment relationship entered into with the principal. The limitation(s) of liability stated in this provision shall not apply in the event of damage caused by gross negligence or wilful misconduct on the part of SYSTEMSACCOUNTANTS B.V. during the recruitment and selection.
4. All liability of SYSTEMSACCOUNTANTS B.V. is limited to the amount of the client assignment or the amount that would be payable for the client assignment. Any liability for indirect damage, such as loss due to delays or business interruption, reputational damage, loss of profit, lost savings, or losses suffered on the part of the principal or third parties shall be excluded in all cases.
Article 14 Liability for third parties
1. If SYSTEMSACCOUNTANTS B.V. engages third parties, it shall exercise due prudence, diligence and care. However, SYSTEMSACCOUNTANTS B.V. shall not accept liability for any shortcomings on the part of the said third parties.
2. The liability limitation also applies if SYSTEMSACCOUNTANTS B.V. is liable for errors by any third parties that it has engaged, if and insofar as the above cannot be upheld, or for malfunctioning of equipment, software, data files, registers, or other tools used by SYSTEMSACCOUNTANTS B.V. for the implementation of the agreement.
3. SYSTEMSACCOUNTANTS B.V. shall not accept liability for any damage caused by whatever nature due to the fact that it assumed the accuracy of incorrect and/or incomplete information submitted by or behalf of the principal or submitted by or on behalf of the candidate.
4. The principal shall indemnify SYSTEMSACCOUNTANTS B.V. against any claims by third parties suffering damage in connection with the implementation of the agreement and whose damage cause is attributable to other parties than to SYSTEMSACCOUNTANTS B.V. If SYSTEMSACCOUNTANTS B.V. were to be held liable by third parties on this ground, the principal shall be held to assist SYSTEMSACCOUNTANTS B.V. in and out of court and shall be held to immediately do all that is fair to expect of the principal in that case. Should the principal fail to take adequate measures, SYSTEMSACCOUNTANTS B.V. shall be entitled to take those measures itself, without requiring any notice of default. All costs and damage caused on the part of SYSTEMSACCOUNTANTS B.V. and third parties shall be fully at the expense and risk of the principal.
Article 15 Force majeure
1. SYSTEMSACCOUNTANTS B.V. is not held to fulfil any obligation vis-à-vis the principal if it is prevented from doing so as a result of a circumstance for which SYSTEMSACCOUNTANTS B.V. cannot be blamed and which cannot be attributed to SYSTEMSACCOUNTANTS B.V. by virtue of the law, a legal act, or current market practices and behaviour. In these general terms and conditions, in addition to what force majeure is understood to mean in the law and in case law, force majeure is to be understood as all external causes, whether or not foreseen, which are beyond the control of SYSTEMSACCOUNTANTS B.V. yet which prevent SYSTEMSACCOUNTANTS B.V. from fulfilling its obligations, including but not limited to the following situations: fire, flooding, storms, tornado, war, earthquake, terrorist attack, interrupted supply or outage of public utilities, strikes or government measures.
2. SYSTEMSACCOUNTANTS B.V. also has the right to rely on force majeure if the circumstance preventing (continued) compliance with the agreement occurs after SYSTEMSACCOUNTANTS B.V. should have complied with its commitment.
3. During the period of continued force majeure, SYSTEMSACCOUNTANTS B.V. may suspend the obligations from the agreement. If this period lasts for more than two months, each of the parties shall be entitled to dissolve the agreement, without obligation to compensate to the other party for any damage suffered.
4. If and insofar as, upon commencement of the force majeure situation, SYSTEMSACCOUNTANTS B.V. has meanwhile partially fulfilled – or shall be able to fulfil – obligations from the agreement and if an independent value falls to the respective part of the obligations to be fulfilled, SYSTEMSACCOUNTANTS B.V. shall be entitled to send a separate invoice for the part of the obligations already fulfilled respectively to be fulfilled. The principal is held to pay that invoice as if it were an individual agreement.
Article 16 Nullity
Should a clause (including but not limited to a part of a provision) in these general terms and conditions be null and void, or declared null and void, the other provisions (including but not limited to the remaining part of the provision) shall remain in full force. The clause that is null and void – or declared null and void – shall then apply mutatis mutandis as much as possible and can be relied on.
Article 17 Jurisdiction clause
1. These general terms and conditions and all quotations and client assignments to which they refer are governed by Dutch law.
2. All and any disputes arising from or related to the client assignment can exclusively be brought before the District Court of Rotterdam.
These general terms and conditions shall be handed out to the principal upon commencement of the client assignment, may also be read in the web site www.systemsaccountants.com, and shall be submitted free of charge.