General terms and conditions governing recruitment UU BV

Article 1. Definitions

The following definitions shall apply in the context of the present General Terms and Conditions Governing Recruitment:

(a) “UU”: UU BV, based in Brussels (Aalststraat 7-11, 1000 Brussels, VAT BE 0557.927.469) commercially active under the name Steve Skills.

(b) “Candidate”: Every (natural) person who has been selected & recruited by UU to engage an employment agreement with the Client.

(c) “Client”: The one/entity UU puts its efforts in to select & recruit a Candidate. The client explicitly declares / confirms not to be a consumer.

(d) “Parties”: UU and the Client jointly.

(e) “Cooperation agreement”: The agreement between UU and the Client, in which UU commits towards the Client to recruit and select a Candidate.

(f) “Gross annual income”: The between the Candidate and the Client agreed upon gross annual income of the retained Candidate, on full time basis including the (guaranteed or reasonably to be expected) bonuses, flat-rate representation allowance and accommodation compensation. A company car is in this context the equivalent of €8000 gross annual salary.

Article 2. Applicability

2.1. Without prejudice of the application of eventual specific conditions incorporated in a separated written agreement, these General Terms and Conditions are applicable on and part of every offer, quote, framework, analysis, invoice, delivery note, agreement draft, collaboration agreement between UU and the Client and all agreements and/or disputes deriving from it.

2.2. Deviations from these General Terms and Conditions are only valid when approved expressly in written by the UU direction. In case of contradictions between the General Terms and Conditions and any written separate agreement, the provisions of the written agreement rule. Such derogations exclusively concern the mentioned case and no rights will be accorded to future undertaken legal relations.

2.3. These General Terms & Conditions are expected to be accepted by the Client through the mere fact of signing the agreement by both Parties. Accepting these General Terms and Conditions implies the Client renounces the application of his/her own General (Sales) Terms and Conditions.

Article 3. Non-committal quotes and coming about of the Cooperation agreement

3.1. The Client will receive a project of Cooperation agreement or quote valid for 30 calendar days, except explicitly defined differently and adjustable should the Client alter his choice or want to have extra assignments executed.

3.2. The project of Cooperation agreement and/or quotes by UU are free of obligation and not binding for UU.

3.3. The agreement will be established

(i) when the Client signed the project of Cooperation agreement and/or quotes and returned per regular mail or per scanned email;

(ii) the Client confirmed the mission in any written manner to UU and/or

(iii) (a start of) execution is given to the agreement (as but not restricted to the transfer of CV’s, meeting with the Candidate(s)…).

Parties abjure the provisions of article 1325 of the Civil Code, through which the Cooperation agreement, if returned electronically (email), will not have to be edited in the number of originals as there are parties with a distinct interest. The making available of pricelists or technical files occurs just as a way of information and is not binding for UU.

Article 4. Subject

4.1. The subject of agreement between UU and the Client will be mentioned in the Cooperation agreement. Unless separately agreed in written, the by the Client due recruitment costs to UU are 25% of the first year of gross annual income the Candidate will earn at the Client’s, with an administration cost of 550€.

4.2. The Client will immediately within maximum of 5 working days inform UU by writing of the closing of an agreement with a by UU introduced Candidate. In addition to this information, the Client will join a copy of the agreement with the Candidate in order to permit UU to correctly calculate the due honoraria.

4.3. Should the by UU introduced Candidate not be hired by the Client or the Candidate doesn’t accept the offer by the Client, and the Candidate within a period of 18 months after the date of the first introduction of the Candidate by UU does sign an (employment) agreement with the Client or a related enterprise, branch, mother- or daughter company, the Client will pay the agreed upon compensation.

4.4. The Client is not authorised without the written permission of UU to transfer anyhow and anyways data about the Candidates to third parties. If the Client introduces a by UU introduced to him/her Candidate within 18 months to another person, corporation or institution, resulting in an employment agreement or other contractual relation with the Candidate, be in his/her own name, be it through and/or the collaboration with a natural or legal entity involving the Candidate, the Client will be held to pay the total costs in conformity with Article 4 of the General Terms & Conditions.

4.5. If an occasion as described in article 4.3 and 4.4 occurs in the form of another contractual relation than an employment agreement, then the first gross annual salary stated in Article 4 of the General Terms and Conditions stands for the expected annual turnover of the Candidate.

4.6. If this was agreed in the specific partnership agreement, UU shall enjoy exclusivity until the target date defined in the contract; the customer will refrain from working with a third party for recruitment and/or selection for the vacancy or assignment described in the contract. The customer will also forward to UU all candidates, including spontaneous candidates, internal candidates and candidates offered through third parties, so that they are included in the global procedure. If UU obtained exclusivity from the Client and the agreement is terminated unilaterally or cancelled by the Client before the expiry of the target period, the Client will owe a lump sum of damages to UU equal to half of the selection – compensation that would have arisen in the event of successful hiring.

Article 5. Price, invoicing and payment

5.1. Invoicing happens at rate and conditions mentioned in the Cooperation agreement or quote. Except explicitly stated otherwise, prices are without V.A.T. UU has the explicit right to raise the agreed upon price if, after the order, one or more cost (price) factors (including but not solely the energy prices and/or wage) underwent a substantial raise amounting minimum 10%.

New prices will be acknowledged at least fourteen (14) calendar days before the execution written or per email to the Client. If the Client does not accept the new price structure, he can end the agreement by registered letter within a term of seven (7) calendar days after the after the acknowledgement of the price change.

5.2. The Client is responsible for delivering correct invoicing data to UU. Except for different written acknowledgement by the Client, invoicing will occur in conformity with the Cooperation agreement.

5.3. Except for differing statement in the Cooperation agreement, the invoice of UU is due within fourteen (14) calendar days, as also stated on the invoice, except explicitly stated otherwise in a written agreement. Unabated the previously stated, a partial performance by UU can imply a partial invoice.

5.4. Invoices need to be contested by writing within eight (8) calendar days after reception of the invoice through registered letter with proof of reception. Contesting the invoice does not suspend the Client of payment obligation. Disconto- and banking costs are at the expense of the Client.

5.5. In case of total or partial non-payment of the invoice on the expiry date, the Client will legally and without previous notice of default owe a delay interest of 1% per month and this per every started month. On top of it the Client is in case of non-timely payment of the invoice legally and without previous serving notice of default obliged to pay a flat indemnity amounting to 10% of the unpaid invoice amount with a minimum of €250 due for incommoding UU and creating administration costs, unabated the right of UU to claim a higher damage provided the proof of higher suffered damages.

5.6. By non-payment of the invoice on the due date also non-payment on due date of the interests and flat-rate compensation as stated in article 5.5, UU is entitled to suspend all other orders of the Client till total payment of the invoice, all other non-expired claims related to the Client become by law and without previous notice of default claimable. Setting-off of debts by the Client is explicitly excluded.

Article 6. Terms, website, advertisements

6.1. Some by Parties agreed upon terms are indicative except otherwise stated in a written agreement. Eventual exceeding of the term(s) cannot hold UU liable, dissolve the agreement or any form of indemnity.

6.2. UU cannot be held responsible for the temporary unavailability or inaccessibility of its website(s).

6.3. UU can offer its knowledge and expertise in the field of advertisement to the Client. The costs linked to this are at the Clients charge. The Client can cancel an advertisement-commission, if the advertisement has not yet been accepted by the medium yet and cancellation by UU can occur without costs taken into account.

6.4. Without stated otherwise in the Cooperation agreement there will be no exclusivity between UU and the Client.

Article 7. Company movie

7.1. UU also offers the customer the opportunity to create a company movie in order to select and recruit Candidates. The commercial conditions are laid down in a cooperation agreement.

7.2. Selection and assembly/editing of the recordings and the composition of the Company movie happens in an exclusive and autonomous manner by UU and its partners. UU will submit a final version of the Company movie to the Customer for approval.

7.3. The Customer should check whether the content of the Company movie does not infringe the trademark rights, drawing or design rights, copyrights or portrait rights of third parties. Therefore, UU cannot be held liable for any infringements of intellectual property rights or portrait rights of third parties.

7.4. The intellectual rights on the Company movie belong to UU or its licensors. UU grants to the Customer, to the extent necessary for the use of the Company movie by the Customer, a limited, non-exclusive, non-transferable right to use the intellectual property rights which are based on the Company movie. The license is valid only after the Customer financial obligations relating to the production of the Company movie have been met.

7.5. The Customer gives UU the permission to place the Company film on and distribute it through the various media and communication channels of UU (website, social media, e-mails to candidates, etc.), also for the purpose of advertising the services of UU.

Article 8. Confidentiality

8.1. The Customer commits itself to treat in a confidential manner all information it receives from UU in the framework of the implementation of a Cooperation agreement (including but not limited to (video) CVs of Candidates, reports, etc.) and not to disclose them to third parties. The Customer will use all the confidential information it receives from UU only in the context of the Cooperation agreement.

Article 9. Processing of personal data

9.1. The Customer shall process the personal data of Candidates made available by UU in the framework of the implementation of a Cooperation agreement in a proper and careful manner in accordance with the General Data Protection Regulation and the act processing personal data.

9.2. The Customer shall take the necessary technical and organisational measures to protect the processing of such personal data against loss or unlawful processing, taking into account the state of the art and the nature of the processing and of the personal data.

9.3. The Customer shall, at the end of a Cooperation agreement, destroy the personal data obtained by the Customer related to the execution of the agreement, with the exception of the data of a retained candidate by the Customer.

Article 10. Liability

10.1. All by UU accepted assignments are intention engagements (best efforts). UU guarantees a high-level service but does not guarantee the suitability of the proposed Candidate. UU is not liable for references, experiences, skills or other information presented by the Candidate that later on appear not to be correct or fraud by the Candidate. The Client is responsible for checking the references of the Candidate (including the check of achieved degrees and the like) and has to be convinced by the aptitude of the Candidate before hiring a by UU introduced Candidate. UU cannot be held responsible for the non-reaching of goals by the Candidate. UU cannot be held responsible for the information about the Client on the website(s) of UU.

10.2. UU (including its employers or representatives) is only liable for direct damage caused by non-compliance of her contractual engagements, if and insofar the damage has been caused by its intentional error or fraud.
In case of UU being held responsible for any damage, the liability of UU will be restricted to maximum the amount on the invoice of the order by the Client, and this on the part of the order applying to the liability. UU is never liable for indirect damage, including but not only consequential loss, lost profit, lost savings or damage to third parties.

10.3. The Customer is liable for and will indemnify UU for claims of third parties for damages caused by a breach of the provisions of these general terms and conditions (in particular articles 7, 8 and 9), the concluded Cooperation agreements or of any legal or regulatory stipulation.

Article 11. Termination and dissolution

11.1 Unless otherwise stipulated in the Cooperation agreement, every Party can end the Cooperation agreement taking into account a cancellation period of 30 calendar days during which the ongoing mission will be finished even after the end of the cancellation date. The provisions of the Cooperation agreement, like but not restricted to articles 3.3. and 3.4. remain valid after the termination of the Cooperation agreement.

11.2. UU has the right to end the Cooperation agreement with the Client at any time, with immediate effect, without judicial authorisation, without prior notice and without payment of any damages, in the following cases: (i) if the Client, despite written serving notice of at least seven (7) calendar days, remains in default with the (timely) honouring of one or more deriving commitments ; (ii) with cessation of payment (or request of) bankruptcy by the Client; (iii) liquidation or ceasing of the activities of the Client; (iv) confiscation of (a part of) the assets of the Client; or (v) if UU has good reasons to doubt the Client will fulfil his/her obligations towards UU. In case of dissolution, UU has the right to seek compensation for the costs, interest and damage UU suffered and all claims by UU regarding the Client become immediately payable.

Article 12. Miscellaneous

12.1. If a (part of) clause of these General Terms & Conditions would be invalid or unenforceable, it will not influence the validity and enforceability of the other clauses of these General Terms & Conditions. In this case UU and the Client will negotiate in good faith and replace the invalid or unenforceable clauses by valid and forceable ones that will connect as close as possible with the goal and scope of the original clause.

12.2. Every notification regarding the Collaboration agreement has to be written per email, fax with proof of receipt or registered letter.

12.3. Every change of the Collaboration agreement has to happen by writing.

2.4. Proof of sent correspondence or e-mail can happen by presentation of a copy of the concerned correspondence or e-mail.

Article 13. Applicable law and competence

All agreements between the Client and UU on which these General Terms are applicable, as all other agreements deriving, will exclusively be managed by Belgian law. All disputes regarding the agreements applicable to these General Terms & Conditions, are exclusively the competence of the Courts of the legal district of Brussels.

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