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General Terms and Conditions DC Squad B.V., trading under the name of DC People
May 2018 edition
Secondment, Interim Management and Recruitment & Selection
Boeing Avenue 254
1119 PZ Schiphol-Rijk
Chapter 1: General Provisions
Article 1 Definitions
1.1 Contractor: the private limited company DC Squad B.V., trading under the name DC People, the user of the general terms and conditions.
1.2 Client: the natural person and/or legal entity that, through the intermediary of Provider, provides itself with (a) Professional(s) and/or makes use of recruitment and selection by Client.
1.3 Assignment: the verbal or written agreement on the basis of which Provider assists the Client in the search for (a) candidate(s), in the context of secondment and/or recruitment and selection.
1.4 Secondment Agreement: the verbal or written agreement of the Assignment under which the Professional is employed by the Client through the intermediary of the Contracted Party.
1.5 Recruitment and Selection: the assistance of the Client in the search for a Candidate or Candidates, with the formation of an employment contract or a contract attached to it.
related (direct) employment relationship between the Client and the Candidate is envisaged.
1.6 Candidate: any natural person presented by Provider to the Client in the context of secondment and/or recruitment and selection.
1.7 Professional: the Candidate who is put to work for the Client by Provider.
1.8 Staff: persons working for or at Provider, whether or not in employment.
Article 2 General
2.1 These General Terms and Conditions shall apply to all offers, quotations, work, Order Confirmations, Assignments, agreements, secondment agreements and invoices between M&A and the Client.
2.2 These General Terms and Conditions shall also apply to all new/sequent agreements, Secondment Agreements or Assignments between M&A and the Client.
2.3 The applicability of the general terms and conditions of the Client and/or third parties is expressly rejected.
2.4 Deviation from the General Terms and Conditions is only possible if agreed in writing between the Contracted Party and the Client.
2.5 The deviation referred to in the previous paragraph shall apply only to the agreement, secondment agreement or order to which it relates. Deviations from these general terms and conditions must again be agreed in writing for each new/subsequent agreement, secondment agreement or order.
2.6 If any provision of these General Terms and Conditions is null and void or is annulled, the remaining provisions shall remain in full force and the Contractor and the Client shall consult with each other to agree new provisions to replace the provisions that are null and void or annulled, with due regard for the purpose and purport of the provision that is null and void or annulled as far as possible.
2.7 Contractor reserves the right to change the provisions of the general conditions from time to time.
Offers / quotes / statements / prices
2.8 All offers, quotations, statements and prices of Provider, wherever published and however made, are always without obligation, unless expressly agreed otherwise in writing.
Article 3 Payment
3.1 Invoices are subject to a payment term of fourteen (14) days, unless otherwise agreed in writing.
3.2 Contractor is at all times entitled, at its first request, to require security for payment from the Client or to require an advance and/or interim payment.
payments, all to be determined by the Contractor, in the absence of which
The Contractor is not obliged to continue to perform the Agreement, Secondment Agreement and/or Order, without in any way attributable failure to do so.
3.3 If an invoice issued by the Contractor is not paid within fourteen (14) days of the invoice date, the Client will be in default from that time, without further notice of default being required, and will owe interest on the outstanding amount of one percent (1%) per calendar month, unless the statutory business interest rate within the meaning of Section 6:119a of the Dutch Civil Code is higher, in which case this interest rate will apply, in which case part of the month will be counted as a full month. The Contractor reserves the right to suspend its obligations under the Agreement, Secondment Agreement or Order if the payment term is exceeded.
3.4 All costs of judicial and extrajudicial collection measures shall be borne by the Client and shall amount to at least fifteen percent (15%) of the amount due, with a minimum of one hundred and fifty euros (€ 150).
3.5 Only payments to Contractor are liberating. Payments and/or the provision of advances to the Professional and/or Candidate do not count as liberating payments.
3.6 Payments made by the Client first serve to reduce the costs, then to reduce the interest that has fallen due and finally to reduce the principal sum and the current interest.
3.7 Any comments and / or comments on the invoice must be submitted in writing to Provider within fourteen (14) days after the invoice date. The burden of proof regarding timely submission rests with the Principal. After the expiry of this period, the Client’s right to do so expires. Making any comments and/or remarks does not affect the payment obligation.
3.8 With regard to the payment obligations as referred to in this article, the Client cannot invoke any discount, setoff or suspension.
Article 4 Personal data / impermissible discrimination
4.1 Client shall treat all personal data of a Candidate and/or a Professional confidentially and shall act in accordance with the General Data Protection Regulation (GTC).
4.2 In order to avoid making unauthorized distinctions, in particular on the basis of religion, philosophy of life, political affiliation, age, gender or race, non-job-relevant requirements when providing information in the context of secondment and/or recruitment and selection are not set by Principal, nor are they taken into account by Provider.
Article 5 Limitation period
5.1 All legal actions brought by the Customer under an agreement, secondment agreement or assignment subject to these general terms and conditions shall lapse after one (1) year from the date on which the relevant agreement is terminated.
Article 6 Confidentiality
6.1 The Client and the Contractor guarantee that all information of a confidential nature received before and after the conclusion of the agreement, secondment agreement or Order will remain secret, unless the law requires this information to be disclosed.
6.2 The obligation referred to in paragraph 1 also applies to and with respect to the Professionals and candidates of M&A.
6.3 The Professional shall comply with the security and confidentiality rules and the code of conduct of the Client, as well as any other documents in this context, provided that these rules have been made available to M&A and the Professional in a timely manner.
Article 7 Insurance Client
7.1 The Customer must have adequate, comprehensive liability insurance or take out liability insurance prior to the commencement of the agreement, secondment agreement or order to cover all possible claims that may arise against the Customer as a result of the performance of the agreement, secondment agreement or order.
Article 8 Force majeure
8. 1 Force majeure shall be understood to mean: any circumstance beyond the control of the Contractor that temporarily or permanently impedes performance by the Contractor of the Agreement, the Secondment Agreement or the Order, and which shortcomings in performance cannot be attributed to the Contractor, as they are not due to the Contractor’s fault, nor are they for the Contractor’s account under the law, the Agreement or generally accepted standards, and which in any event, but not exclusively, shall be understood to include force majeure: strikes of the personnel of the Contractor, transport strikes, serious traffic jams and/or delays, malfunctions in the computer network of the Contractor, accidents, explosions, fire, terrorist attacks and more than average absenteeism due to illness among the personnel of the Contractor.
8.2 In the event of force majeure on the part of the Contractor, its obligations under the Agreement, Secondment Agreement and/or Order shall be suspended for as long as the force majeure situation persists.
8.3 In the event of force majeure, the Contractor is entitled to perform the agreement, secondment agreement and/or Order within a reasonable period of time or – if performance is not possible within a reasonable period of time – to dissolve it in whole or in part. In that case, the Client must pay the Contractor the fees it owes the Contractor for the period prior to the force majeure situation. Octrooibureau Novopatent shall under no circumstances be obliged to pay any compensation.
Article 9 Other
9.1 The Client may not assign any rights and/or obligations arising from the Agreement, secondment agreement and/or Order to a third party or third parties, either in whole or in part, without the express written consent of the Contractor.
Article 10 Applicable law / disputes
10.1 Any agreement, secondment agreement and/or Order between the Contracted Party and the Client shall be governed exclusively by Dutch law.
10.2 All disputes between the Contracted Party and the Client arising from an Agreement, a Secondment Agreement and/or an Order shall be submitted exclusively to the competent court in Amsterdam or, if the Contracted Party so chooses, to any other competent court.
Chapter 2, Secondment
In addition to the “General Provisions”, the provisions set out in this chapter entitled “Secondment” shall apply to the Provider’s secondment services.
Article 11 Services / selection / abroad / ownership
11.1 The Contractor supports the Client by employing and deploying one (1) or more Professionals in the performance of the work described in the Secondment Agreement. The period for which the Professional is to be deployed, or the duration of the work, is specified in the secondment agreement.
11.2 The Contractor is obliged to make every effort to ensure that the Professional as referred to in clause 1 has the expertise and craftsmanship that may be expected by the Client under normal circumstances for the performance of the work.
11.3 Contractor selects the Professional on the basis of information known to Contractor about the Professional and the criteria of Client. In doing so, Contractor will take into account the care of good Contractor’s role.
11.4 Contractor is not liable for any damages resulting from incorrect selection of a Professional, unless the incorrect selection is the direct result of intent or deliberate recklessness on the part of Contractor.
11.5 Contractor is not obliged to pay any compensation for damages if:
the contacts between the Client and the Contractor prior to a possible Secondment Agreement, for whatever reason, do not lead to actual employment;
the Contractor does not process a request from the Client to employ a Professional;
the Contracted Party, for whatever reason, cannot or can no longer employ a Professional in accordance with the Secondment Agreement.
11.6 The Client is not permitted to employ the Professional outside the Netherlands without the explicit knowledge of the Contractor and without its prior written consent. In order to obtain permission, the Contractor must in any case be informed of the country, place, nature of the work and estimated duration of the stay abroad.
11.7 All documents provided by Client to the Professional in the context of the work are and remain the full property of Client.
Article 12 Good Engagement
12.1 With regard to the Professional, the Client shall behave in the exercise of the supervision or management that it also exercises (if applicable), as well as with regard to the performance of the work in the same careful manner as it is obliged to with regard to its own employees.
12.2 Client is obliged towards Contractor to make such arrangements and give instructions to the Professional that the Professional is protected against danger to body, integrity and property to the extent that can reasonably be demanded in connection with the nature of the work.
12.3 The Client is obliged to cooperate fully in the execution of the Secondment Agreement and to provide the Professional with all that is necessary for this purpose. 12.3 The Customer is required to fully cooperate in the execution of the secondment agreement and to provide the Professional with all that is necessary for that purpose. This includes making available a suitable workspace with appropriate facilities, ensuring that the Customer’s employees are available to the Professional(s) for the agreed period of time, and allowing the Professional(s) access to all documents and data necessary for the proper performance of the work. For the performance of the work, the Client shall also provide the Professional with access to its grounds and buildings.
12.4 The Client is not permitted to employ the Professional with a third party unless otherwise agreed in writing in the Secondment Agreement. 12.4 The Client may not employ the Professional itself with a third party unless otherwise agreed in writing in the Secondment Agreement. In this context, “third party” also includes a person or legal entity with whom the Client is affiliated in a group.
Article 13 Termination of secondment agreement
13.1 The Contractor and the Customer may terminate the secondment agreement prematurely by giving one (1) month’s notice, unless otherwise agreed in writing in the secondment agreement. Settlement will be made on the basis of the hours worked and the travel and accommodation expenses incurred up to the date of termination.
13.2 In the event that the Customer enters into the secondment agreement after entering into the
In the event that the Professional terminates the secondment agreement but prior to the actual employment of the Professional, the Contractor shall be entitled to claim the costs incurred by the Contractor up to that point in time for the preparation and performance of the secondment agreement, as well as the costs and losses incurred by the Contractor as a result of this termination.
Article 14 Immediate termination of the Secondment Agreement
14.1 The Contractor and the Customer are entitled to terminate the secondment agreement with immediate effect if the other party fails to comply with its essential obligations under the secondment agreement, and, after having been given notice of default in writing, has failed to remedy its default within a reasonable period of time after the date of the written notice of default.
14.2 The Contractor and the Customer are also entitled to terminate the secondment agreement with immediate effect, without notice of default being required, if the other party fails to do so:
14.2 The Contractor and the Customer also have the right to terminate the secondment agreement with immediate effect, without a notice of default being required, if the other party applies for a suspension of payments or if it is granted one;
applies for its own bankruptcy, applies for the bankruptcy of a third party, or is declared bankrupt;
is dissolved or liquidated or a request is made for this;
a substantial part of its property is seized under an attachment order or preservation order and this attachment is not lifted within fourteen (14) days after it has been seized.
14.3 In the cases referred to in paragraphs 1 and 2, all claims which Contractor may have against the Client are immediately due and payable in full. The Client is liable for all damages, including lost profits and costs incurred, which Contractor suffers and will suffer as a result of the termination.
Article 15 Replacement / termination of work Professional
15.1 The Contractor is permitted to use a different Professional than the one who performs or will perform the work.
15.2 If the Professional is incapacitated for less than four (4) weeks, the Contractor is not obliged to replace the Professional immediately. If the Professional is incapacitated for more than four (4) weeks, Contractor shall make every effort to find a suitable solution in consultation with Client. If in the opinion of the Provider no suitable solution can be found, the Provider has the right to terminate the Secondment Agreement with immediate effect.
15.3 In the event of suspension, inactivation or other form of prevention of Professional, the Contractor has the right to terminate the Secondment Agreement with immediate effect. If this situation arises, the Contractor shall also have the option – at its own discretion – to make an effort to find a suitable replacement Professional.
15.4 If the employment relationship between the Contractor and the Professional is terminated, the Contractor has the right to terminate the Secondment Agreement with immediate effect. If this situation occurs, the Contractor also has the option – at its own discretion – to make an effort to find a suitable replacement Professional.
15.5 In the situations described in Article 15.2, 3 and 4, settlement shall take place on the basis of the hours worked and the travel and accommodation expenses incurred up to the day on which the Professional performed the work.
Article 16 Compensation
16.1 All rates charged by the Contractor are exclusive of turnover tax (VAT), travel expenses and expenses, unless expressly agreed otherwise in writing in the Secondment Agreement.
16.2 The hourly rate is stated in the secondment agreement and applies only to the Professional(s) referred to in the secondment agreement.
16.3 The hourly rate set out in the secondment agreement is based in part on the information provided by the Customer about the work performed. If it is established at any time that the Professional actually performs work that justifies a higher hourly rate, the Contractor is entitled to correct the hourly rate. In that case, Client shall owe the corrected hourly rate to Provider from the moment that the work has been adjusted.
16.4 The hourly rate referred to in the Secondment Agreement applies for the calendar year in which the Client accepts the Order. The Contracted Party will be entitled to pass on any price increases resulting from government or semi-government measures to the Client with effect from the time of such change(s). The Engaged Firm is entitled to pass on to the Client any price increases resulting from wage cost developments at the Engaged Firm with effect from 1 January each year.
16.5 If the Professional exceeds the number of agreed working hours as specified in the Secondment Agreement, the Contractor will be entitled to charge the Client for the agreed working hours.
16.5 If the Professional exceeds the agreed number of working hours as specified in the Secondment Agreement, such excess hours shall be regarded as overtime. Overtime shall be charged to the Client by the Contractor in accordance with the following rate structure:
the first overtime per day: one hundred percent (100%);
all subsequent overtime per day: one hundred and twenty-five percent (125%).
16.6 If the Professional performs work on Saturdays, Sundays and/or public holidays, the hours worked by the Professional on these days shall be charged to the Client in accordance with the following rate structure:
Saturday: one hundred and fifty percent (150%);
Sundays and public holidays: two hundred percent (200%).
Article 17 Invoices
17.1 Invoicing shall take place on the basis of the hours worked by the Professional.
17.2 The Client shall also owe the hourly rate for the hours on which the Professional has been unable to perform the work due to a cause which – if the Client had been the Professional’s employer – should reasonably be at the expense of Client pursuant to Section 7:628 of the Dutch Civil Code.
17.3 Invoices shall be sent to Client at two fixed times per month in arrears, namely: at the beginning of the month and halfway through the month.
17.4 The amount of hours charged to the Professional will be determined by Contractor on the basis of the timesheets signed for approval by the Client, which bind the Client.
17.5 The Client is obliged to ensure that time sheets state the correct number of hours worked (over)hours. By signing the timesheet, the Client also declares that it agrees with the functioning of the Professional and with the work performed by the Professional for the period to which the timesheet in question relates.
17.6 If the Client refuses to sign the timesheet of the Professional for approval and/or does not provide the Contractor with a timesheet – correctly filled in in its opinion – within fourteen (14) days after the work in question, the Contractor shall be entitled to determine the number of hours worked by the Professional in a binding manner in accordance with the statement of the Professional or, in the absence of such a statement, to determine the agreed working hours of the Professional.
Article 18 Payment of social security contributions and taxes
18.1 The Contractor guarantees the Client compliance with the social security and tax laws with respect to the Professional who is or has been involved in the work as referred to in the Secondment Agreement.
18.2 The Contracted Party indemnifies the Client against all claims and/or additional levies of social security contributions and/or taxes with respect to the Professional who is or was involved in the work, as referred to in the Secondment Agreement.
18.3 At the request of the Client, the Contracted Party will provide written proof of the payment of taxes and social security contributions in respect of the Professional who is or was involved in the work, as referred to in the Secondment Agreement.
Article 19 Guarantee / safety / indemnification
19.1 Client shall set up and maintain the premises, equipment and tools in which or with which it has the Professional perform work and shall take such measures and provide such instructions for the performance of the Professional’s work as are reasonably necessary to prevent the Professional from suffering damage in the broadest sense of the word when performing his work.
19.2 The Client explicitly declares to be familiar with Section 7:658 of the Dutch Civil Code (in particular Section 7:658(4) of the Dutch Civil Code) as well as with the obligations that arise for it from the Working Conditions Act with respect to the Professional. The Client indemnifies the Professional against any claims or claims of the Professional against the Professional based on these provisions.
19.3 The Client shall provide the Contracted Party and also the Professional with information about the professional qualification required of the Professional prior to commencement of the work, as well as a document containing the specific characteristics of the job to be taken up.
19.4 If the Professional suffers an industrial accident or an occupational disease, the Client shall immediately inform the competent authorities of this and shall ensure that a report is drawn up without delay, in which the circumstances of the accident are recorded in such a way that it can be concluded with a reasonable degree of certainty whether and to what extent the accident is the result of the fact that insufficient measures were taken to prevent such an industrial accident or such an occupational disease.
19.5 The Client shall compensate the Professional for all damage (including costs including the actual costs of legal assistance) that the Professional suffers in the performance of his work, unless the Client proves that he has fully complied with the obligations referred to in paragraphs 1, 2, 3 and 4 above or that the damage is the result of intent or conscious recklessness on the part of the Professional. If the industrial accident leads to death, the Client is obliged to compensate damages (including costs including the actual costs of legal assistance) under the aforementioned conditions in accordance with Section 6:108 of the Dutch Civil Code to the persons referred to in that Section. The Client indemnifies the Provider against all claims.
19.6 Client shall compensate the Professional for all damage (including costs including the actual costs of legal assistance) that the Professional suffers as a result of the fact that the property belonging to the Professional and used by him in the context of the work to be performed has been damaged or destroyed. The Client indemnifies the Provider against all claims.
Article 20 Liability
20.1 The total contractual and extra-contractual liability of the Contractor in respect of each Secondment Agreement is limited to compensation for direct damage up to a maximum of the amount paid out by the Contractor’s liability insurance(s) in the relevant case. If, for whatever reason, no payment is made under that insurance policy, compensation for direct damage will be limited to a maximum of fifty percent (50%) of the amounts invoiced to the Customer under the Secondment Agreement at that time, exclusive of VAT, based on the net invoice value, calculated over the period of the last six (6) calendar months.
20.2 The maximum amount referred to in paragraph 1 will, however, lapse if and only to the extent that the damage is the result of intent or deliberate recklessness on the part of the Contractor.
20.3 Liability of the Contractor for indirect damages, including in any case consequential damages, lost profits and lost sales, is expressly excluded.
20.4 Paid damages shall always be deducted from any obligations arising from cancellation obligations as referred to in Section 6:271 of the Dutch Civil Code.
20.5 Liability on the part of the Contractor for attributable failure to perform the Secondment Agreement may only arise if and when the Client has given the Contractor immediate and proper written notice of default, a reasonable period of time to remedy the breach and the Contractor continues to fail imputably to perform its obligations after that period. The notice of default must contain as detailed a description of the breach as possible that enables the Contracted Party to respond adequately.
20.6 The Contracted Party is not liable towards the Client for damage and losses that Professional causes to the Client or to third parties.
20.7 The Contracted Party is not liable vis-à-vis the Client for obligations that the Professional has entered into with or that have arisen for him vis-à-vis the Client or third parties, whether or not with the consent of the Client or those third parties.
20.8 Client indemnifies Provider against any liability (including costs including the actual costs of legal assistance) of Provider as employer of the Professional – directly or indirectly – arising from damages and losses caused by the Professional to the Client or to third parties or from obligations that the Professional has entered into with or for him vis-à-vis Client or third parties, whether or not with the consent of the Client or those third parties.
Article 21 Acquisition Professionals
21.1 Within a period of twelve (12) months after (written) presentation of a Candidate by Contractor, the Client and any of its affiliates and/or group of companies is not permitted to enter into an employment relationship of any kind with the Candidate directly for itself, through and/or for third parties, without the prior written permission of Contractor.
21.2 During the secondment agreement and for a period of twelve (12) months after the expiry of the secondment agreement, the Client and any of its affiliates and/or groups of companies may not enter into an employment relationship of any kind with the Professional directly for themselves, through and/or for third parties, without the prior written permission of the Contractor.
21.3 The Contractor is entitled to attach conditions to the permission referred to in paragraphs 1 and 2.
Article 22 Penalty clause
22.1 If the Client violates and/or fails to comply with the provisions of articles 11.6 and 21, it will forfeit to Contractor an immediately payable penalty of ten thousand euros (EUR 10,000) for each violation, as well as an amount of one thousand euros (EUR 1,000) for each day – regardless of whether or not the violation / non-performance continues. The penalty shall be without prejudice to the Contractor’s right to claim full damages.
Chapter 3, Recruitment & Selection
The provisions mentioned in this chapter “Recruitment & Selection” are, in addition to the “General Provisions”, applicable to the Recruitment & Selection Services of Provider.
Article 23 Assignment
23.1 The manner of execution of the Engagement, as well as the duration of the Engagement is described in the Engagement Confirmation and/or the quotation.
23.2 Upon commencement of the execution of the Order, M&A assumes a best-efforts obligation. A nomination of a Candidate will be made to the best of M&A’s understanding and in accordance with the standards of good craftsmanship.
23.3 The Candidate will be selected by M&A on the one hand on the basis of the Client’s wishes regarding his capacities and skills and information provided regarding the nature of the position and on the other hand on the basis of the capacities and skills of the candidates known to M&A.
23.4 Information provided by the Client to the Contractor will be accepted as correct.
23.5 Without written permission of the Contracted Party, the Client may not in any way directly or indirectly provide information about candidates to third parties.
23.6 The Client remains at all times personally responsible for its ultimate choice of a Candidate.
23.7 The Contracted Party will not be liable if the Candidate turns out not to meet the requirements or expectations of the Client.
Article 24 Fee
24.1 The fee for the mediation of a Candidate on the basis of the Assignment shall be the percentage of the gross annual income agreed upon with the Candidate in the Assignment confirmation or the offer, assuming full-time employment. The fee will be charged if an employment relationship of any kind is established between the Candidate and the Client. The gross annual income also includes: vacation allowance, thirteenth (13th) month and gratuities or other (gross) benefits that are related to profit or turnover and that can be counted as a real attainable part of the income. If an employment relationship of any kind is established for a period of less than one year, the gross annual salary will be based on a full-time employment contract that the Candidate would have earned if an employment relationship had been entered into for a period of one year.
24.2 In the event that with more than one of the candidates nominated by the Contractor an employment relationship of any kind is established, the Contractor is entitled to charge the full fee per Candidate in accordance with paragraph 1.
24.3 The Client will also owe the fee to the Contracted Party if, notwithstanding the provisions of article 23.5, the Client enters into an employment relationship of any kind with the Candidate recruited and/or selected and/or introduced, or if the Client has this Candidate perform work directly or through a third party (including group and/or affiliated companies). This article is without prejudice to the Contractor’s right to claim additional full compensation for breach of the provisions of article 23.5.
24.4 Costs charged to M&A by third parties arising from the Assignment shall be borne entirely by the Client.
24.5 The costs referred to in the previous paragraph include but are not limited to: travel and accommodation costs of candidates, costs of advertisements, costs of psychological tests or other potential assessments.
24.6 If the employment relationship between the Client and the Candidate is terminated within two (2) months, the Contractor undertakes to perform the Assignment again, unless:
Within seven (7) days after termination by the Candidate, the Client fails to inform the Provider thereof in writing;
the termination is the result of amendment or non-fulfilment of the employment agreement or agreements by the Client;
the termination is the result of redundancy, reorganization, merger or acquisition;
the Client has not paid all amounts invoiced by the Contracted Party;
the conditions as described in these general terms and conditions have not been fulfilled by the Client. The Contracted Party shall only be entitled to charge the costs as described in paragraph 4 when performing the Order again.
Article 25 Termination of the Engagement
25.1 Contractor is at all times entitled to terminate the Order prematurely without being liable for any damage resulting from this for the Client.
Article 26 Liability
26.1 The total contractual and extra-contractual liability of M&A in respect of each Order shall be limited to the compensation of direct damage up to a maximum of the amount paid out by M&A’s liability insurance(s) in the relevant case. If, for whatever reason, no payment is made under the said insurance, the compensation for direct damages shall be limited to a maximum of fifty percent (50%) of the fee charged or would have been charged.
26.2 The maximum amount referred to in paragraph 1 shall, however, lapse if and only to the extent that the damage is the result of intent or willful recklessness on the part of the Contractor.
26.3 Liability of the Contractor for indirect damages, including in any case consequential damages, lost profits, lost sales, is expressly excluded.
26.4 Paid damages shall always be deducted from any obligations arising from cancellation obligations as referred to in Article 6:271 of the Dutch Civil Code.
26.5 Liability of M&A for attributable failure in the performance of the Order can only arise if and when the Client has promptly and properly put M&A in default in writing, with a reasonable period of time to remedy the breach and M&A continues to fail imputably in the performance of its obligations after that period. The notice of default must contain as detailed a description of the breach as possible that enables the Contracted Party to respond adequately.
26.6 Contractor is not liable for any damages and losses inflicted by a recruited and / or selected and / or introduced and / or selected Candidate to Client and / or third parties.
Article 27 Entering into an employment relationship with the Candidate
27.1 If the Client fails to invite or reject a Candidate recruited and/or selected and/or introduced by the Contractor and subsequently, within a period of eighteen (18) months thereafter, enters into an employment agreement with such Candidate or has the Candidate perform work directly or through a third party (including group and/or affiliated companies), despite the provisions of article 23. 5, the Client will owe the Contractor an immediately payable penalty, not subject to judicial moderation, equal to the fee that would apply to the Candidate at the time of entering into the employment relationship or commencement of the work. This article is without prejudice to the Contractor’s right to claim additional full damages for violation of the provisions of article 23.5.
27.2 If the Client introduces a Candidate by Contractor within eighteen (18) months after introduction by Contractor, notwithstanding the provisions of Article 23. 27.2 In the event that the Client introduces a Candidate to a third party (including a group and/or affiliated companies) within eighteen (18) months after introduction by the Contractor, and this introduction results in an employment agreement between the Candidate and such third party, or if the Candidate is to perform work for such third party (including a group and/or affiliated companies), the Client will owe the Contractor an immediately due and payable penalty, which is not subject to judicial moderation, equal to the fee that would apply to the Candidate at the time of entering into the employment relationship or commencement of the work. This article is without prejudice to the Contractor’s right to claim additional full damages for violation of the provisions of article 23.5.