- These General Terms and Conditions (the ‘Terms and Conditions’) shall apply to all quotes by and all assignments to EMMENEL B.V., regarding the performance of work for a client.
- EMMENEL B.V. is trading under the following names:
- EMMENEL B.V.
- Chiefmachers Executive Search
- M&L Public
- Chiefmachers Public
- Chiefmachers Executive Search
- ‘Work’ as referred to in the first paragraph shall include all services offered by Chiefmachers, including recruiting and selecting workers.
- The client and Chiefmachers shall draw up a written confirmation for each assignment, in which the work and Chiefmachers’s fee shall be stated (the ‘Assignment Letter’).
- A client may only invoke clauses deviating from these Terms and Conditions and/or its own terms and conditions if these deviating provisions have been agreed on in writing with Chiefmachers in the Assignment Letter or in a separate letter in which the Assignment Letter is referred to.
- A client with whom a contract has been entered into at one time based on these Terms and Conditions shall be deemed to agree tacitly to the application of these Terms and Conditions, insofar as this pertains to continuation of an existing assignment or an assignment being followed up with a new assignment.
Formation of and changes to assignments
- All quotes and offers by Chiefmachers shall be entirely without obligation and shall be valid for two months after their date.
- The Assignment Letter or changes to the Assignment Letter in response to a quote or offer must be formed in writing, including by e‑mail, and be confirmed by the client and Chiefmachers.
- If Chiefmachers deems this necessary or desirable to execute the assignment properly, it may engage third parties.
- The client may not, after notice by Chiefmachers, object to agreed dates and times being moved within reasonable limits.
- If, after candidates have already been introduced based on the stated profile, the content of the original assignment changes to such an extent that other types of candidates in terms of experience, age or other relevant characteristics must be proposed, this shall constitute a new assignment. A new fee shall be determined based on the altered situation. If this is relevant for the new assignment, work already performed shall be taken into account in this respect.
Security and suspension
- Chiefmachers shall be entitled to ask the client to provide sufficient security for the fulfilment of its payment obligation.
- Chiefmachers shall be entitled to suspend execution or further execution of the assignment until sufficient security has been provided.
Duration and end of the assignment
- An executive search assignment shall end if a candidate fills the position for which Chiefmachers was contracted, regardless of whether the candidate emerged from Chiefmachers’s executive search procedure, or if the client decides that the position will be eliminated or not filled.
- The client may at any time interrupt execution of the assignment early or terminate the assignment. If the interruption lasts longer than four months, the assignment shall be considered terminated and, in the event of a new start, a new fee shall be determined in consultation with the client.
- The fee and the fixed expense allowance shall be owed both upon interruption and termination of the assignment. This shall be calculated subject to the work performed up to that point in time and the agreed manner of invoicing. Costs incurred on a reimbursement basis shall be fully charged.
- Chiefmachers may terminate the assignment if:
- the client acts contrary to the terms and conditions of the assignment, including these Terms and Conditions, for example, if the client does not or cannot fulfil its payment obligations;
- the client changes the job description to such an extent that the job analysis and/or evaluation requirements must be fundamentally altered;
- Chiefmachers cannot propose a candidate who, in its judgment, is suitable for the position.
Confidentiality and exclusivity
- Chiefmachers shall treat information concerning candidates as strictly confidential. The client must treat acquired information accordingly and limit knowledge of the information to those persons directly involved in the search process. The client may not release information to third parties. References may not be checked without Chiefmachers’ or the particular candidate’s express permission.
- The client may not furnish another firm with an assignment to the same effect as the assignment to Chiefmachers. If another firm works or has worked with an assignment to the same effect, Chiefmachers may only accept the assignment after the client has formally terminated the cooperation with the other firm.
- Information from any previous work to fill positions shall be discussed to avoid potential inaccuracies in executing the assignment.
- The situation description, job description and candidate profile as set forth in the job specification shall be the basis on which Chiefmachers formulates the assignment and fee.
- In a situation of force majeure, including mobilisation, war, threats of war, quota systems or similar government measures, strikes, transport gridlock, fire and the failure of auxiliary persons to timely or properly fulfil their obligations vis‑à‑vis Chiefmachers, so that the assignment cannot or cannot timely be carried out or not without, in Chiefmachers’s judgment, onerous additional efforts and/or costs, Chiefmachers shall be entitled to terminate the assignment in whole or in part, insofar as the circumstances justify this.
- Termination in a force majeure situation shall occur through notice to the client, without judicial intervention and without Chiefmachers being obliged to pay any compensation with respect to damage to be suffered by the client.
- If a force majeure situation occurs when the assignment has already been executed in part, Chiefmachers shall be entitled to seek payment from the client for work already performed by Chiefmachers or auxiliary persons engaged by Chiefmachers.
- Chiefmachers shall immediately inform the client if a force majeure situation has arisen. The provisions in this Article shall likewise apply to the client if a force majeure situation occurs with respect to it.
Fee, costs and invoicing
- Chiefmachers shall charge its fee and costs in four equal instalments. Unless otherwise stated in the Assignment Letter, the first instalment shall be charged after confirmation of the assignment and the second instalment in the following month. The third instalment follows after the shortlist of possible candidates has been discussed. The final instalment will be payable upon presentation of a contract to the final candidate. If the assignment is not terminated within the agreed payment periods, Chiefmachers shall continue the work.
- If the position for which Chiefmachers was contracted is filled before two months have lapsed, the portion not yet paid of the total fee shall be owed.
- For expenses (domestic travel and accommodation costs, transport, communications, other office costs and the like) incurred in connection with the assignment, 12% of the fee shall be charged. International travel and accommodation costs of Chiefmachers and/or candidates shall be invoiced on a reimbursement basis and shall only be incurred in consultation with the client.
- A 30-day payment period shall apply to Chiefmachers’s invoices. Chiefmachers reserves the right to charge statutory interest on outstanding amounts 30 days after expiration of the payment period.
- If the assignment is terminated early, the client shall owe Chiefmachers’s fee and expenses for all work up to the time of a termination on a pro rata basis.
- If a candidate proposed by Chiefmachers becomes employed by the client in a different position than the position for which Chiefmachers was contracted, the client shall owe Chiefmachers an additional 75% of the total fee (except the expenses referred to in paragraph 3).
Right of retention
Chiefmachers shall be entitled to suspend delivery of items which it possesses for the client in connection with execution of an assignment until its claims regarding any assignment have been paid.
Liability and warranty
- Executive search assignments shall be best-efforts obligations. If the desired result is not obtained (in whole or in part), Chiefmachers shall not be liable in any manner whatsoever, not even for any damage ensuing from this. The client must at all times fulfil its payment obligations under the assignment to Chiefmachers. The client shall only be discharged from this obligation if there has been intent or gross negligence on Chiefmachers’s part.
- Candidates shall be recommended in accordance with professional standards and Chiefmachers’s best judgment. Chiefmachers shall assume that the information which candidates have provided about themselves or which has been obtained from references about them is correct. The client shall be responsible for the ultimate selection of a candidate. Chiefmachers excludes any liability for the consequences of acts or omissions by candidates who have become employed by the client partly as a result of the execution of the assignment.
- If the selected candidate recommended by Chiefmachers is dismissed within six months after he starts employment based on demonstrable personal incompetence, Chiefmachers shall continue its work without charging a new fee. In that situation, only the expenses concerned (12% of the fee) shall be charged. This shall also apply if the candidate himself resigns within six months due to the fact that the candidate has accepted a position elsewhere without there being any important underlying factors that can be attributed to a change in conditions at the client’s company.
- Paragraph 3 shall not apply if a client enters into an employment contract with a candidate regarding whom Chiefmachers has recommended against appointment.
Other rights and duties
- Chiefmachers shall be entitled to ask for any employment contract which the client enters into with one or more candidates for the position for which Chiefmachers was contracted.
- The same right shall apply with respect to any employment contract which is entered into by the client within one year after an assignment ends with one or more candidates known to it from the search procedure with Chiefmachers, regardless of the position for which this candidate was approached.
- Unless it receives permission from Chiefmachers, the client may not save information regarding candidates who have not become employed by the client nor provide such information to third parties for inspection, and may not contact these candidates.
Applicable law / Competent court
- Dutch law shall apply to these Terms and Conditions, as well as all quotes, assignments to and agreements with Chiefmachers which are governed by these Terms and Conditions.
- If a dispute arises, the client and Chiefmachers shall do what they can to settle the dispute amicably. They shall investigate the possibilities for mediation. If an amicable settlement cannot be reached, the dispute shall be presented to the competent judicial body within the District of Amsterdam, the Netherlands.