TERMS AND CONDITIONS


Definitions
  1. BLUE PROF: Blue Professionals Recruitment Agency, established in the Netherlands, Chamber of Commerce no. 97539368.
  2. Customer: the party which BLUE PROF has entered into an agreement with.
  3. Parties: BLUE PROF and customer together.
  4. Candidates: an individual acting for private purposes who is looking for an employment.

Applicability
  1. These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of BLUE PROF.
  2. Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
  3. The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Prices
  1. All services fees are agreed by the parties
  2. The service fee is determined by the parties based on the actual working hours of the candidate.
  3. The fee is calculated according to the hourly rates agreed by the parties, valid for the period in which the candidate carries out the work.
  4. If the parties have agreed on a total price for a service provided by BLUE PROF, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
  5. BLUE PROF is entitled to deviate up to 10% of the target price.
  6. If the target price exceeds 10%, BLUE PROF must let the customer know in due time why a higher price is justified.
  7. If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
  8. BLUE PROF has the right to adjust fees annually.
  9. BLUE PROF will communicate fee adjustments to the customer before the increase becomes effective.
  10. The consumer has the right to terminate the contract with BLUE PROF if he disagrees with the price increase.

Payments and payment term
Payment terms are considered fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without BLUE PROF having to send the customer a reminder or to put him in default.

Consequences of late payment
  1. If the customer does not pay within the agreed term, BLUE PROF is entitled to charge an interest per month for noncommercial transactions and an interest per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
  2. When the customer is in default, he is also due extrajudicial collection costs and may be obliged to pay any compensation to BLUE PROF.
  3. The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
  4. If the customer does not pay on time, BLUE PROF may suspend its obligations until the customer has met their payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of BLUE PROF on the customer are immediately due and payable.
  6. If the customer refuses to cooperate with the performance of the agreement by BLUE PROF, he is still obliged to pay the agreed fees to BLUE PROF.

Right of withdrawal
  1. A candidate may withdraw their application upon request at any time.
  2. The candidate can notify their right of withdrawal via office@blueprof.nl, if desired, by sending an email.

Suspension of obligations by the customer
The customer has the right to suspend the fulfilment of any obligation arising from this agreement and must notify BLUE PROF 24 hours before suspending their obligations.

Settlement
The customer waives his right to settle any debt to BLUE PROF with any claim on BLUE PROF.

Guarantee
When parties have entered into an agreement with services included, these services only contain best-effort obligations for BLUE PROF, not obligations of results.

Performance of the agreement
  1. BLUE PROF executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. BLUE PROF has the right to have the agreed services (partially) performed by third parties.
  3. The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed-upon advance by the customer.
  4. It is the responsibility of the customer to ensure that BLUE PROF can start the implementation of the agreement on time.

Duty to inform by the customer
  1. The customer shall make available to BLUE PROF all information, data and documents relevant to the correct execution of the agreement in time and in the desired format and manner.
  2. The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
  3. If and insofar as the customer requests this, BLUE PROF will return the relevant documents.

Duration of the service agreement
  1. The agreement between BLUE PROF and the customer is entered into for the period agreed by the parties.
  2. If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless one of the parties terminates the contract with due observance of a notice period of month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month causing the agreement to end at the end of the fixed term.
  3. If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give BLUE PROF a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Cancellation of the contract for an indefinite period of time
  1. The customer can terminate an agreement that has been concluded for a definite period at any time with due observance of a notice period of 24 hours.
  2. A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.

Confidentiality
  1. The client keeps any information he receives (in whatever form) from BLUE PROF confidential.
  2. The same applies to all other information concerning BLUE PROF of which he knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its disclosure may cause damage to BLUE PROF.
  3. The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
  4. The obligation of secrecy described in this article does not apply to information:
  • which was already made public before the customer heard this information, or which later became public
  • without being the result of a violation of the customer's duty of confidentiality
  • which is made public by the customer due to a legal obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end of the agreement.

Penalties
  1. If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of BLUE PROF an immediately due and payable fine of € 1.000 if the customer is a consumer and € 5.000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
  2. No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
  3. The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of BLUE PROF including its right to claim compensation in addition to the fine.

Indemnity
The customer indemnifies BLUE PROF against all third-party claims that are related to the services
supplied by BLUE PROF.

Complaints
  1. The customer must examine the service provided by BLUE PROF as soon as possible for possible shortcomings.
  2. If a delivered service does not comply with what the customer could reasonably expect from the agreement, the customer must inform BLUE PROF of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
  3. Candidates must inform BLUE PROF of this within 1 month after detection of the shortcomings.
  4. The customer provides a detailed description of the shortcomings, so that BLUE PROF is able to respond adequately.
  5. The customer must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this can in any case not lead to BLUE PROF being forced to perform other work than has been agreed.

Giving notice
  1. The customer must provide any notice of default to BLUE PROF in writing.
  2. It is the responsibility of the customer that a notice of default reaches BLUE PROF (in time).

Joint and several Client liabilities
If BLUE PROF enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to BLUE PROF under that agreement.

Liability of BLUE PROF
  1. BLUE PROF is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
  2. If BLUE PROF is liable for any damage, it is only liable for direct damages that result from or are related to the execution of an agreement.
  3. BLUE PROF is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
  4. If BLUE PROF is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiry period
Every right of the customer to compensation from BLUE PROF shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in Article 6:89 Dutch Civil Code.

Dissolution
  1. The customer has the right to dissolve the agreement if BLUE PROF imputably fails in the fulfilment of their obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
  2. If the fulfilment of the obligations by BLUE PROF is not permanent or temporarily impossible, dissolution can only take place after BLUE PROF is in default.
  3. BLUE PROF has the right to dissolve the agreement with the customer if the customer does not fully or timely fulfil his obligations under the agreement, or if circumstances give BLUE PROF good grounds to fear that the customer will not be able to fulfil his obligations properly.

Force majeure
  1. In addition to the provisions of Article 6:75 Dutch Civil Code, a shortcoming of BLUE PROF in the fulfillment of any obligation to the customer cannot be attributed to BLUE PROF in any situation independent of the will of BLUE PROF, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from BLUE PROF.
  2. The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
  3. If a situation of force majeure arises as a result of which BLUE PROF cannot fulfil one or more obligations towards the customer, these obligations will be suspended until BLUE PROF can comply with them.
  4. From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. BLUE PROF does not owe any (damage) compensation in a situation of force majeure, even if they have obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Changes in the general terms and conditions
  1. BLUE PROF is entitled to amend or supplement these general terms and conditions.
  2. Changes of minor importance can be made at any time.
  3. Major changes in content will be discussed by BLUE PROF with the customer in advance as much as possible.
  4. Candidates are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights
  1. The customer cannot transfer its rights, deferring from an agreement with BLUE PROF, to third parties without the prior written consent of BLUE PROF.
  2. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.

Consequences of nullity or annullability
  1. If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
  2. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what BLUE PROF had in mind when drafting the conditions on that issue.

Applicable law and competent court
  1. Dutch law is exclusively applicable to all agreements between the parties.
  2. The Dutch court in the district where BLUE PROF is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
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