General terms and conditions for clients

In these terms, the following terms have the meaning set out below. The singular includes the plural.

a. Cruitor: Cruitor B.V., the user of these terms.

b. Client: the legal entity, or the natural person acting in the course of a profession or business, that enters into an assignment with Cruitor or to whom Cruitor introduces a candidate.

c. Affiliated company: any company that forms a group with the client (Section 2:24b of the Dutch Civil Code), or that directly or indirectly controls, is controlled by, or is under common control with the client.

d. Candidate: any natural person whom Cruitor introduces to the client with a view to a placement.

e. Professional: a placed candidate, or another employee of the client, for whom Cruitor carries out a development programme.

f. Assignment: the agreement under which Cruitor undertakes to recruit, assess and introduce candidates and/or to carry out a development programme.

g. Assignment confirmation: the document (including by email or via a digital platform) recording the assignment and the commercial arrangements, such as the fee, any minimum fee, any start fee, the guarantee and the price of a development programme.

h. Introduction: any provision by Cruitor to the client of information that makes a candidate identifiable, such as a name, CV or profile, whether orally, in writing or digitally.

i. Placement: the conclusion of an employment contract, appointment, contract for services, freelance or self-employed contract, temporary agency or secondment arrangement, or any other agreement under which a candidate directly or indirectly performs work for the client or an affiliated company.

j. Fee: the remuneration payable by the client for a placement, as set out in the assignment confirmation.

k. Fee basis: the full-time gross annual salary as described in Article 6.

l. Development programme: the optional development or mentoring of a professional after placement, consisting of, among other things, an intake and recurring one-to-one sessions, as described in Article 10 and the assignment confirmation.

m. External specialist: a subject-matter expert engaged by Cruitor who is not an employee of Cruitor, for example for a technical interview, a practical case or an assessment.

n. In writing: by letter, by email or via a digital platform where the origin and content can be established.

2.1 These terms apply to all offers, assignment confirmations, introductions, assignments and development programmes of Cruitor for clients, including where no assignment has (yet) been given.

2.2 The applicability of the client's purchasing or other terms is expressly rejected. Such terms apply only if Cruitor has expressly accepted them in writing.

2.3 In the event of a conflict between the assignment confirmation and these terms, the assignment confirmation prevails. Deviations from these terms apply only if agreed in writing and only to the assignment for which they were agreed.

2.4 Cruitor makes these terms available before or when the assignment is concluded, by means of a direct link or a PDF in the assignment confirmation or in the message containing the first introduction (Sections 6:230c and 6:234 of the Dutch Civil Code). The terms can be stored and consulted. On request, Cruitor will send them free of charge.

2.5 Once the client has accepted these terms, they also apply to later assignments and introductions, unless agreed otherwise in writing.

3.1 Cruitor offers clients a free, non-binding online introductory meeting. An introductory meeting is not an assignment and does not oblige the client to anything.

3.2 During or after an introductory meeting, Cruitor may share general market information or a non-identifiable description of a profile. Cruitor shares information that makes a candidate identifiable only after the client has accepted these terms and the candidate has given consent.

3.3 These terms apply in full to any introduction made after an introductory meeting, even if no assignment confirmation has been signed.

4.1 An assignment is concluded when the client accepts the assignment confirmation in writing or, if earlier, when Cruitor starts performing at the client's request.

4.2 Cruitor will use reasonable efforts to find, assess on substance and introduce suitable candidates (obligation of effort). Cruitor does not guarantee any result or timeframe. Any timeframes stated are indicative.

4.3 Cruitor decides which candidates to introduce on the basis of the client's information and its own assessment. The client decides independently whether to hire a candidate and on what terms.

4.4 The client provides correct and complete information in good time about the role, the requirements, the salary and terms of employment, the team and the selection procedure, and reports any changes immediately. The client gives substantive feedback within five working days after an interview with a candidate.

4.5 The client remains responsible for its own choice and for checking a candidate's references, diplomas, certificates of conduct and residence and work permits. Cruitor carries out a reference check only if agreed in writing and the candidate has given consent.

4.6 Cruitor may engage external specialists for the substantive assessment of candidates or for a development programme. Sections 7:404 and 7:407(2) of the Dutch Civil Code do not apply.

4.7 Cruitor imposes written confidentiality obligations on external specialists, enters into a data processing agreement or other appropriate arrangements with them where they process personal data, and prohibits them from approaching candidates or the client outside the assignment for recruitment or their own services.

4.8 Cruitor remains responsible towards the client for the work of external specialists as if it were its own work, within the limits of Article 17.

4.9 A recruitment and selection assignment ends when the vacancy has been filled by a placement, when the client withdraws the assignment (Article 12), or at the time specified in the assignment confirmation.

5.1 Cruitor may use AI applications for support, for example to draft texts, summarise information, search for profiles or prepare interviews.

5.2 At Cruitor, AI plays a supporting role only. Every decision to introduce or reject a candidate is taken by a person who assesses the outcome on its merits. Cruitor does not take decisions based solely on automated processing within the meaning of Article 22 GDPR.

5.3 Cruitor informs candidates about its use of AI in its privacy statement. Cruitor only uses AI applications for which appropriate data protection and security arrangements are in place, and does not allow suppliers to use client or candidate data to train their models.

5.4 Cruitor organises its working methods with a view to the EU AI Act, including human oversight, recording of use and sufficient AI literacy among its staff.

5.5 The client will not use information received from Cruitor to take decisions about candidates based solely on automated processing. If the client itself uses AI in its selection, it is responsible for doing so.

6.1 For each placement, the client owes the fee set out in the assignment confirmation. This is either a percentage of the fee basis or a fixed amount. Any minimum fee is also set out in the assignment confirmation.

6.2 If no assignment confirmation has been signed for a placement, for example in the case of an introduction without an assignment, the fee stated in the most recent offer or assignment confirmation received by the client applies.

6.3 The fee basis is the full-time gross annual salary: twelve times the agreed gross monthly salary, converted to full-time working hours at the client, plus holiday allowance, any thirteenth month or year-end payment, and fixed or guaranteed bonuses and allowances. Other components are included only if the assignment confirmation so provides.

6.4 The client reports a placement within seven days after agreement has been reached, stating the start date, the role and the components of the fee basis. On request, it provides the relevant part of the offer or contract. If this information is missing, Cruitor may reasonably determine the fee basis on the basis of market data for the role. The client may demonstrate that the actual fee basis is lower.

6.5 The fee becomes payable when the client and the candidate reach agreement on a placement, regardless of the start date. If the candidate does not start for a reason not attributable to the client, the guarantee in Article 9 applies as if the candidate had left before the end of the probationary period.

6.6 Where several candidates are placed, a fee is payable for each candidate.

6.7 All amounts are exclusive of VAT. Additional costs, such as paid advertisements or additional assessments, are charged only if the client has agreed to them in advance in writing. Cruitor's usual work and the use of external specialists for the assessment are included in the fee, unless the assignment confirmation provides otherwise.

7.1 Unless the assignment confirmation provides otherwise, Cruitor works on a no cure no pay basis: the fee is payable only upon a placement.

7.2 The parties may agree a retained or exclusive assignment in the assignment confirmation. A start fee may apply, the amount and invoicing moment of which are set out in the assignment confirmation.

7.3 Upon a placement, a start fee is fully deducted from the fee. If the assignment is withdrawn, the start fee is not refunded, unless the withdrawal results from an attributable failure by Cruitor.

7.4 Under an exclusive assignment, the client does not engage other agencies for the same vacancy during the agreed period and reports candidates who apply directly.

8.1 The fee is also payable if the client or an affiliated company enters into a placement with an introduced candidate within twelve months after the introduction. This applies to any role and any type of contract, including where the candidate was previously rejected, the assignment was withdrawn or the candidate later comes into view through another route.

8.2 The fee is not payable under Article 8.1 if the client demonstrates that the candidate was already demonstrably known to it for the same type of role, for example through an ongoing application or an interview in the six months before the introduction. The client must notify Cruitor of this in writing within five working days after the introduction.

8.3 If the client passes on information about an introduced candidate to a third party without Cruitor's written consent, and that third party enters into a placement with the candidate within twelve months after the introduction, the client owes the full fee as if the placement had been made with the client. The fee basis is then the salary at that third party. No additional fixed penalty applies.

8.4 In the case of a placement through an affiliated company, the client and that company are jointly and severally liable for the fee.

9.1 Unless the assignment confirmation provides otherwise, the following guarantee applies. If the employment contract with a placed candidate ends during the probationary period, and in any event within three months after the start date, Cruitor will carry out one replacement search free of charge for the same role on comparable terms.

9.2 The guarantee applies only if:

a. the client notifies Cruitor in writing of the end of the employment within seven days, stating the reason;

b. the fee has been paid in full and on time;

c. the end of the employment does not result from a reorganisation, merger, acquisition, discontinuation of the business or the role ceasing to exist;

d. the content of the role, the terms of employment or the place of work have not changed materially compared with what was discussed at the introduction; and

e. the end of the employment does not result from a failure or other circumstance on the part of the client, such as non-performance of the employment contract.

9.3 The guarantee does not entitle the client to a refund of the fee. No new guarantee applies to a replacement candidate, unless agreed otherwise.

9.4 If the client or an affiliated company enters into a new placement with the original candidate within twelve months after the end of the employment, the full fee is payable for any replacement placed under the guarantee.

9.5 The guarantee does not apply to freelance, interim or other non-employment placements, unless the assignment confirmation provides otherwise.

10.1 The client may instruct Cruitor to carry out a development programme for a professional. The content, duration, number and frequency of sessions and the price are set out in the assignment confirmation. The development programme is paid for by the client. Cruitor never charges the professional.

10.2 Participation is voluntary for the professional. The professional may end the programme at any time. The programme then ends and is settled pro rata for the support provided.

10.3 The content of the sessions is confidential. Cruitor shares with the client only the schedule and attendance and, if the professional agrees, the agreed development goals in general terms. Cruitor does not give any opinion on the professional's performance for the purpose of decisions on appraisal, pay or dismissal.

10.4 The development programme is an obligation of effort. Cruitor does not guarantee any particular result. The programme is not therapy or medical support. If the coach sees reason for other help, they will discuss this with the professional.

10.5 A session cancelled less than 24 hours in advance, or missed without notice, counts as held, unless there is force majeure or the assignment confirmation provides otherwise.

10.6 If the professional's employment ends, the development programme ends on the same date and is settled pro rata. Amounts paid in advance for sessions that will no longer take place are set off or refunded.

10.7 If a replacement is placed under the guarantee, the remainder of the programme may, by agreement, be transferred to that replacement.

10.8 Cruitor may have the development programme carried out in whole or in part by an external specialist. Articles 4.6 to 4.8 apply.

11.1 Where a candidate is placed as a freelancer, self-employed professional or interim professional, the remuneration set out in the assignment confirmation applies, for example a fee or a mark-up on the hourly rate.

11.2 Cruitor does not charge the freelancer or self-employed professional any fee for the placement (Sections 3 and 9 of the Dutch Placement of Personnel by Intermediaries Act, Waadi). Any remuneration is borne by the client.

11.3 If the client converts a freelance or interim relationship into an employment contract, or enters into another form of placement within twelve months after the introduction, the fee under Article 6 is payable. The assignment confirmation determines whether and to what extent amounts already paid are deducted from it.

11.4 Insofar as there is a provision of workers within the meaning of the Waadi, no more than a reasonable fee as referred to in Section 9a of the Waadi is payable if the worker enters into employment with the client.

12.1 The client may withdraw or suspend an assignment at any time by giving written notice. Under no cure no pay, this is free of charge, except for additional costs approved in advance that Cruitor has already incurred or committed to. Any start fee due remains payable (Article 7.3).

12.2 The introduction clause in Article 8 remains in force after withdrawal for all candidates introduced before the withdrawal.

12.3 If the client changes essential features of the assignment, such as the role, level or salary, Cruitor may, after consulting the client, treat this as a new assignment and adjust the arrangements accordingly.

12.4 Cruitor may terminate an assignment with immediate effect if the client materially fails to perform its obligations, if the client makes a request that conflicts with Article 16, or if the client is declared bankrupt or granted a suspension of payments.

13.1 Cruitor invoices the fee as soon as it is payable. A start fee and a development programme are invoiced as set out in the assignment confirmation.

13.2 The client pays within fourteen days of the invoice date, without discount, set-off or suspension.

13.3 If the client fails to pay on time, it is in default without notice of default being required and owes the statutory commercial interest (Section 6:119a of the Dutch Civil Code). The reasonable extrajudicial collection costs are also for its account, with due observance of Section 6:96 of the Dutch Civil Code.

13.4 The client must notify Cruitor in writing of any objections to an invoice within fourteen days of the invoice date. An objection does not suspend payment of the undisputed part.

13.5 As long as an invoice that is due remains unpaid, Cruitor may suspend performance of ongoing assignments.

14.1 The parties keep confidential all information they learn from each other in connection with the assignment and that they know or should reasonably understand to be confidential, such as rates, business information and information about candidates. This also applies after the assignment has ended.

14.2 The client uses information about candidates solely to assess the candidate for the vacancy concerned, shares it only with persons involved in the selection, and does not disclose it to third parties, including affiliated companies and other agencies, without the prior written consent of Cruitor and the candidate. Article 8.3 governs the consequences of disclosure.

14.3 The duty of confidentiality does not apply to information that is already public, or that a party is required to disclose by law or court order.

14.4 At the client's request, Cruitor will impose confidentiality on a candidate regarding the client's confidential information. Cruitor is not liable if a candidate breaches that confidentiality; the client may also bind the candidate to confidentiality directly.

15.1 Cruitor and the client are each independent controllers of the personal data they process in connection with the assignment, unless they agree otherwise in writing. Both parties comply with the General Data Protection Regulation (GDPR).

15.2 The client processes candidate data only for the selection for the vacancy concerned, secures it appropriately, and deletes the data of candidates who are not placed no later than four weeks after the selection procedure has ended, unless the candidate has consented to longer retention.

15.3 The parties inform each other without undue delay of any personal data breach affecting the other party or its candidates, and give each other reasonable assistance with requests from data subjects.

15.4 How Cruitor processes personal data is described in its privacy statement.

16.1 In recruitment and selection, the parties set only requirements that are relevant to the role. They do not discriminate on the grounds of religion, belief, political opinion, race, sex, nationality, sexual orientation, marital status, disability, chronic illness, age, working hours, type of employment contract or any other ground not permitted by law.

16.2 Cruitor will not carry out requests that conflict with Article 16.1. In that case, Cruitor may terminate the assignment free of charge.

16.3 The client indemnifies Cruitor against claims by candidates or third parties resulting from prohibited discrimination by the client.

17.1 Cruitor performs assignments with care but does not guarantee the suitability, performance or conduct of any candidate or professional. Cruitor is not liable for damage caused by a candidate or professional, or for damage resulting from a candidate declining an offer or ending a placement.

17.2 Cruitor's liability for damage resulting from an attributable failure or a tort is limited to the amount of the fee paid or payable for the assignment concerned. In the case of a development programme, liability is limited to the price of that programme.

17.3 Cruitor is not liable for indirect or consequential loss, including loss of profit, missed savings, business interruption and reputational damage.

17.4 A claim for damages lapses if the client has not submitted it to Cruitor in writing within twelve months after the client became aware or could reasonably have become aware of the damage.

17.5 The limitations in this article do not apply if the damage results from intent or deliberate recklessness on the part of Cruitor or its management.

17.6 The client indemnifies Cruitor against claims by third parties, including candidates, resulting from the client's failure to comply with these terms or the law, including the GDPR.

18.1 During the assignment and for twelve months after it ends, Cruitor will not actively approach the client's employees for other roles. This does not limit the freedom of those employees to contact Cruitor on their own initiative.

18.2 During the assignment and for twelve months after it ends, the client will not actively recruit employees of Cruitor who were involved in the assignment without Cruitor's prior written consent. In the event of a breach, the client owes a payment equal to the fee Cruitor would charge for a comparable placement.

19.1 All rights to the methods, assessment frameworks, scorecards, practical cases, reports and other materials of Cruitor or its external specialists remain with Cruitor or its licensors.

19.2 The client may use these materials only internally and only for the selection for which they were provided. It does not share reports on candidates without the consent of Cruitor and the candidate.

20.1 Cruitor is not obliged to perform an obligation if it is prevented from doing so by force majeure. If the force majeure lasts longer than two months, either party may terminate the assignment in writing without any obligation to pay compensation.

20.2 Cruitor may amend these terms. Amended terms apply to new assignments and introductions. For ongoing assignments, they apply thirty days after Cruitor has notified the amendment in writing, unless the client objects in writing within that period, in which case the previous terms continue to apply to that assignment.

20.3 If any provision of these terms or the assignment is void or annulled, the remaining provisions remain in force. The void or annulled provision is replaced by a provision that reflects its purpose and intent as closely as possible (Section 3:42 of the Dutch Civil Code).

20.4 The client may transfer rights and obligations under the assignment only with Cruitor's written consent.

20.5 Provisions that by their nature are intended to continue after the end of the assignment, such as Articles 8, 14, 15, 17 and 18, remain in force after the assignment has ended.

21.1 These terms and all assignments and introductions are governed by Dutch law.

21.2 Disputes at first instance are submitted exclusively to the competent court: Rechtbank Noord-Nederland, locatie Groningen, unless the law mandatorily designates another court.

21.3 The parties will first try to resolve any dispute through consultation.