General terms and conditions

 

Article 1 - Applicability

1. These terms and conditions apply to all assignments, offers, presentations of candidates and agreements concerning the recruitment and selection of candidates by CTRL-F for the
2. These conditions form an integral part of the cooperation agreement between These together form the integral agreement between the parties and supersede any previous agreements. Any special terms and conditions in the cooperation agreement between the parties take precedence over these terms and conditions. The client's general terms and conditions are expressly excluded.
3. The cooperation agreement between the Principal and CTRL-F shall commence on the date specified in the cooperation agreement or when the Principal has performed an act leading to cooperation, either directly or indirectly, with the candidate proposed by CTRL-F and shall run for 12 months

counting from (last date takes precedence) either the date of the cooperation agreement or the date on which the Principal has performed a final act leading to cooperation, unless otherwise stipulated in the cooperation agreement. The

cooperation agreement will not be terminated prematurely by filling a search/ vacancy of one particular position by one candidate.

Article 2 - Assignment and obligation of CTRL-F

1. CTRL-F's mission is recruitment and selection, the recruitment and selection of candidates with the aim of establishing an employment relationship of any kind between the Principal and the candidate.
2. CTRL-F undertakes to make every possible effort - within reasonable limits - to select a candidate who meets the requirements and expectations of the

Principal. All commitments made in this agreement are resource commitments.

Article 3 - Data

The Principal provides CTRL-F with all data necessary for optimal recruitment and selection. The Principal undertakes

to always provide correct and accurate information and communicate important changes in data to CTRL-F as soon as possible.

Article 4 - Secrecy and confidentiality

1. CTRL-F will take all reasonable measures to use, during the term of the cooperation agreement, all data transmitted to it in writing by the Principal in the context of the cooperation agreement, which the Principal expressly designates as confidential, only in the context of the

cooperation agreement. Information of a confidential nature does not include information that (i) has become publicly known

other than by breach by CTRL-F of its obligations under these terms and conditions; (ii) have been disclosed to CTRL-F by a third party as non-confidential and

which CTRL-F believes it is not unlawful to disclose; (iii) by CTRL-F independently of the Principal

have been developed, or were already known to CTRL-F before the information was disclosed to it by the Principal; (iv) known

have been made with the Client's written consent;

(v) CTRL-F is required to disclose in the context of its assignment/the cooperation agreement and/or (vi) not expressly disclosed by the

Client to be designated as confidential in writing.

2. Any presentation of a candidate by CTRL-F For the purposes of these general terms and conditions, 'presentation/proposal' shall mean the communication/communication of information to the Principal regarding the profile of a candidate. Candidate data must be treated confidentially by the Principal and may not be disclosed to third parties. The Principal is prohibited from communicating the cooperation agreement and, inter alia, the rates contained therein to third parties (also including companies affiliated with the Principal and candidates proposed by CTRL-F), except with the written consent of CTRL-F. In case of breach of this article, the Principal shall be liable to pay damages equal to EUR 10,000 per breach, without prejudice to CTRL-F's right to higher damages in case of proven higher damages.
3. During the term of the Agreement, a regular exchange of personal data shall take place between CTRL-F and the CTRL-F, in accordance with the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, transposing, supplementing and implementing the European Regulation 2016/679 of 27 April 2016 on the protection of personal data (hereinafter 'Privacy Law'), shall be considered the data controller of the candidate's data. The Client shall also be considered the controller of the processing of personal data of the candidate, own employees

or employees of external companies that it processes on its own responsibility and its own legal bases. CTRL-F and the Principal are obliged to treat such personal data in accordance with the Privacy Act and related legislation. CTRL-F will not be allowed to disclose personal data to the Principal except in the cases stipulated by law. The Principal shall provide CTRL-F with all information on the applicable legislation justifying the transfer. In case of permitted transfer

the Principal is bound to take the necessary measures to ensure the security of personal data and to respect the Privacy Act and related legislation. The Principal is responsible for ensuring that personal data is provided to CTRL-F only if and to the extent that the Principal is entitled to do so and has obtained any necessary consent from the data subjects. The

The Principal shall indemnify CTRL-F against any claim by candidates, employees, workers or other third parties against CTRL-F in connection with a violation by the Principal of the provisions of this article and shall reimburse the costs incurred by CTRL-F in connection therewith. The Principal shall, in its relationship with its employees

involved in the implementation of the cooperation agreement, make the necessary contractual arrangements so that these employees

also be bound by this obligation. For the execution of the cooperation agreement with the Principal, CTRL-F processes personal data of contact persons of the Principal with due care and confidentiality, in accordance with its privacy policy (available at https://ctrl-f.be/privacyverklaring/ ). The Principal declares to have read this privacy policy and to be sufficiently informed.

Article 5 - Non-discrimination

CTRL-F does not discriminate and selects candidates based on their competences and the objective and real job requirements of the assignment with the Client. Every candidate has equal opportunities in the recruitment and selection by CTRL-F and CTRL-F can only take into account the

job-relevant criteria formulated by the Principal.

Article 6 - Choice of candidate

1. The Client is responsible for her/his final choice of a candidate.
2. CTRL-F will not be liable if the candidate turns out not to meet the requirements or expectations of the Principal, unless this is the demonstrable result of wrongful acts or omissions CTRL-F in violation of the provisions of Article 2. Any liability of CTRL-F will in that case be limited to the direct proven loss of the Principal and to a maximum of half of the Fee charged or to be charged to the Principal in connection with the assignment with a maximum of EUR 100,000 per calendar year for all cases of damage in the relevant calendar year. Under no circumstances shall CTRL-F be liable for indirect losses suffered by the Principal.
3. CTRL-F shall never be liable for any damages and/or losses, including consequential damages - that would result from (a)

an error in the candidate's references, professional experience, skills or personality (b) the possible omission of the

candidate's legal, medical or deontological obligations,

(c) use of false information or omission of information by the candidate - as a result of acts and/or omissions of a candidate proposed by CTRL-F with whom the Principal has entered into an employment relationship of any kind;

4. The Principal must notify CTRL-F in writing of any errors or shortcomings immediately and at the latest within 8 calendar days of ascertaining them. If the Principal wishes to exercise his possible right to compensation, he must report this to CTRL-F by registered letter within 6 months of the occurrence of the alleged error by CTRL-F, on pain of forfeiture of this right.
5. CTRL-F shall not be liable for any late or non-performance of its obligations under the Cooperation Agreement where the (proper) implementation of the Cooperation Agreement is difficult

has become due to circumstances beyond the normal control of CTRL-F, including but not limited to: fire, flood, unavoidable accidents, compulsory government measures, pandemics, cases of force majeure, etc.

Such circumstances suspend the cooperation agreement between the Principal and CTRL-F. CTRL-F shall make every effort to ensure continuity and fulfilment of its obligations as soon as possible.

Article 7 - Warranty

The guarantee scheme as stipulated in the commercial agreements applies only insofar as the following conditions are met, cumulatively:

• the Client's dismissal of the candidate selected by CTRL-F relates only to the candidate's qualifications, professional suitability or conduct. The

guarantee scheme does not apply for other cases such as, inter alia, (non-exhaustive list) cases of force majeure,

resignations by the Principal for economic and technical reasons, when the candidate proposed by CTRL-F himself resigns for an urgent reason or due to mistakes on the part of the Principal.

• the dismissal is not due to a manifest difference between the description of the job requirements of the assignment at the Client provided by the Client to CTRL-F and the actual content of the assignment actually performed by the candidate selected by CTRL-F at the Client.
• the dismissal shall be circumstantially justified by the Principal, and shall be submitted by the Principal within five working days of the

dismissal to CTRL-F. The immediate application of the guarantee scheme shall be requested by the Principal within five working days of the notification of the dismissal, as well as the supporting documents regarding the reason for the dismissal shall be submitted to CTRL-F within that period,

• any amount invoiced to the Client in execution of the cooperation agreement, was paid as agreed.

Where appropriate, CTRL-F will credit (part of) the Fee as provided for in the commercial agreements.

Article 8 - Compensation

1. CTRL-F operates on a 'first talent, then pay' basis The Principal is only required to pay a fee ("the

Fee") to be paid if a candidate proposed by CTRL-F is effectively retained by the Client and an agreement (employment agreement of any kind is entered into for itself, through and/or for third parties) between the Client and the proposed candidate.

2. The Remuneration due in case of effective employment is determined on the basis of the gross annual package of the This includes: the annual gross remuneration, calculated on the basis of 13.92 months (12 months in case of independent cooperation between the candidate and the Principal) before deduction or withholding of social security contributions. Net expenses, benefits of all kinds, commissions, meal vouchers, guaranteed or variable bonuses (at target), group insurance, hospitalisation insurance. The benefit

arising from the use of a company car, will be estimated at EUR 685.00/month. If the candidate is recruited for a part-time position, the compensation will be calculated on the basis of the annual gross remuneration that a candidate would have received if employed full-time by the Principal.

3. The Fee is an all-in fee and includes all recruitment and selection costs incurred by CTRL-F in the performance of its assignment. CTRL-F will not charge any costs other than the Fee. Only foreign travel and/or accommodation costs

incurred by CTRL-F and the candidates in connection with the recruitment and selection procedure will be invoiced separately to the Principal, provided that the Principal has been informed in advance of the foreign travel and/or accommodation expenses. These will be reimbursed by CTRL-F to the candidates. CTRL-F will subsequently charge these costs to the Principal, who will pay these costs to CTRL-F.

4. The Principal undertakes, whenever it transmits a copy of the proposal of wages or any other remuneration

to the Candidate, also transfer this to CTRL-F. In addition, the Principal always provides CTRL-F with a copy of the final agreement with the Candidate so that CTRL-F always has the correct and accurate information regarding the Candidate's gross annual salary.

5. All amounts are exclusive of VAT and any other taxes and Unless otherwise agreed, all prices are always in euros and the Customer must make all payments in euros. In the event of payment other than by bank transfer, direct debit or cheque, the costs of collection shall be charged to the Client.
6. The fee agreed in the cooperation agreement between CTRL-F and the Principal, may be unilaterally increased by CTRL-F in the event of: an increase in wage costs or the

operating costs of CTRL-F; Additional charges imposed by public authorities on CTRL-F that were not foreseen at the time the cooperation agreement was concluded.

Article 9 - Payment

1. Unless otherwise agreed in writing, the Principal is obliged to pay CTRL-F's invoices within 30 calendar days of receipt of the invoice.
2. In the event of non-payment within the agreed payment period, the invoice amount will automatically and ipso jure, and without the need for prior notice, be increased by an interest rate

of 12% per year and liquidated damages of 15% on the invoice amount with a minimum of EUR 125.00 and a maximum of EUR 5,000.00.

3. Any method of payment granted in writing shall lapse by operation of law and all invoices - including those not due - shall become immediately due and payable by operation of law from the non-payment of a single invoice after written notice of default. In addition, CTRL-F reserves the right to cancel the entire order or

suspend part of it and demand suitable guarantees and/or cash payment from the Principal. If the Principal refuses to comply, CTRL-F reserves the right to cancel all or part of the order. Partial payments are always accepted with all reservations and without adverse acknowledgement.

4. All complaints relating to invoices must be sent to CTRL-F's registered office by reasoned registered letter within 15 calendar days of the invoice date After this deadline, the complaint is inadmissible.

Article 10 - Write-off

1. As regards the permanent employees of CTRL-F: the Principal undertakes not to enter into an employment relationship with

a permanent employee of CTRL-F or of an affiliate of CTRL-F. Under entering into an employment relationship

with an employee includes: entering into an employment contract with an employee, having the employee made available by a third party, entering into

a contracting agreement with the employee or with a third party that has recruited the employee, having the employee perform services on a self-employed basis, entering into an employment relationship with the employee by a third party belonging to the same group, parent or subsidiary company or having the same

have lawfully appointed or de facto directors or are located at the same address or have a place of business as the Principal.

Deviation from this article is only possible with the prior written consent of CTRL-F. In case the Principal acts in violation of the above prohibition, during the execution of the cooperation agreement or within a period of 1 year after the end of the cooperation agreement, the Principal shall owe CTRL-F compensation of EUR 25,000, unless a higher damage can be proven by CTRL-F.

2. With regard to candidates presented by CTRL-F: Without CTRL-F's consent, the Principal is not permitted, for a period of 12 months after the presentation of a candidate by CTRL-F, to enter into a

enter into an employment relationship or employ them directly or indirectly.

The following actions, among others, are considered equivalent to direct or indirect employment with the Client: entering into an employment agreement by the Client with the candidate, having the candidate in question made available to the Client by a third party (including a temporary employment agency or another company), entering into a contracting agreement with the

candidate or with a third party that has recruited the candidate for this purpose, entering into a training agreement whereby the candidate is trained in the Client's company (including an IBO agreement), the candidate entering into an employment relationship and a

third party, where the Client and such third party belong to the same group, are parent or subsidiary companies of each other or are affiliated or associated companies or are the same lawfully appointed or

have actual directors, or are located at the same address or have an operating seat.

Candidate means: any candidate selected by CTRL-F and presented to the Principal. If the details of the proposed candidate are already included in the database of the Principal - for example, through the candidate's spontaneous application to the Principal or through presentation by another company - this candidate will not be considered as selected by CTRL-F provided that these details have been included in the database for a maximum of 2 months.

be in the possession of the Principal or provided that the Principal was actively pursuing a possible recruitment in the 4 weeks preceding the presentation by CTRL-F. In the event of any discussion between

CTRL-F and the Principal, the Principal shall provide CTRL-F with the necessary documentary evidence thereof.

If the Principal violates the aforementioned prohibition, it shall, with immediate effect, owe an acquisition fee to CTRL-F in the amount of the fee stipulated in the commercial agreements, which shall be invoiced to the Principal. If no fee is stipulated in the commercial

agreements, an acquisition fee of EUR 25,000.00 is due.

Article 11 - Applicable law and competent court

This agreement is subject to the application of Belgian law. Any dispute regarding the provisions of this agreement will be settled before the competent courts of Kortrijk.

Article 12 - Foreign support

If the Client wishes to purchase foreign support services (namely services whereby foreign candidates are supported and guided with regard to accommodation, banking affairs, health insurance, arrival in Belgium, language course, work permit, registration with the municipality), the Client may call on Accent Jobs for People NV (with its registered office at Beversesteenweg 576 in 8800 Roeselare and registered with the Crossroads Bank for Enterprises under number 0455.069.956). The engagement of Accent Jobs for People NV for the foreign support services is in the name and on behalf of the Client, who contracts directly with Accent Jobs for People NV for this purpose. The fee of EUR 750.00 for these foreign support services is payable in full by the Client and is settled directly between the Client and Accent Jobs for People NV.

Article 13 - Termination

Without prejudice to CTRL-F's right to indemnification, if any, CTRL-F may terminate the cooperation agreement between the parties with immediate effect and without any termination fee:

• in case of repeated or serious breach of contractual obligations (such as late and/or non-payment on a single due date) by the Client;
• in the event of signs of doubtful solvency on the part of the Client such as, for example (non-exhaustive list), if the Client has applied for a moratorium, or is in a state of bankruptcy or cessation of payments, or its credit to the

is shaken or manifestly insolvent, in the event of the dissolution and/or liquidation of the Client's company, if

all or part of the Client's property is subject to executive and/or conservatory attachment at the request of a creditor or in case of other executive or conservatory measures in respect of the Client's property, in case there is a NSSO summons on behalf of the Client;

• in case of evidence or serious suspicions of fraud carried out by the Principal;
• if the Client refuses to provide the requested information or if the Client provides or has provided incorrect and/or false information;
• in case of change in control or management of the Principal;
• if the Client fails to comply with its legal obligations

Article 14 - Miscellaneous

1. If any provision of the cooperation agreement/general terms and conditions is void, invalid or unenforceable, this shall not affect the enforceability of the remaining provisions. The invalid or unenforceable provision shall be deemed to be replaced by an alternative valid and enforceable provision as close as possible to the original intention of the parties, as permitted by applicable law.
2. The general terms and conditions are always annexed to the cooperation agreement and are mentioned on every invoice of CTRL-F. Unless otherwise agreed in writing, payment of an invoice from CTRL-F constitutes confirmation of knowledge and acceptance of the general terms and conditions. This shall also apply in the case of unpaid invoices that have not been protested within the period of 15 calendar days.
3. The parties recognise that an ordinary electronic signature (such as a scanned signature), as defined in Articles 3.10° - 3.12° eIDAS Regulation, has the same evidential value as a qualified electronic signature.
4. All clauses intended to survive the duration of the cooperation agreement will remain valid and enforceable beyond the cooperation agreement.
5. The application of Article 5.85(3) and Article 5.97, Book V of the New Civil Code is expressly excluded in the relationship between the Principal and CTRL-F.