Terms of Agreement
GENERAL TERMS AND CONDITIONS Right Management Nederland B.V.
Version: October 17, 2018
Article 1. DEFINITIONS
Right Management: The private limited liability company Right Management Nederland B.V., with its registered office in Amsterdam, the Netherlands, which focuses on providing company-wide HR solutions, advice and programmes in the field of career and talent development.
Services: The programmes, workshops and the like to be delivered by Right Management to the Client, as described in the proposal.
Proposal: The document containing a detailed description of the Services to be provided by Right Management to the Client and the fees payable. A proposal signed by both parties, together with Right Management’s terms and conditions, constitutes a Contract.
Parties: Client and Right Management.
Contract: The agreements (whether or not a signed Proposal) between Right Management and the Client, recorded in writing and signed by both Parties, concerning the services to be provided by Right Management to the Client and the fees to be paid by the Client.
Intellectual property: All industrial property rights such as patents, inventions, trademarks and designs, and otherwise the artistic property rights, including copyright, neighbouring rights and the protection of databases and of computer programs or software created or developed by Right Management alone or with others in the course of providing the Services to the Client.
Participant: A person who, after registration by the Client, goes through a Programme. The Client’s registration of a person for a Service included in the Proposal or Contract is regarded as the granting of an assignment.
Material: Everything created, provided, produced, reproduced or related to the business of the Client and/or Right Management, including all documents, records, reports, notes, memoranda, and computer media as well as photocopies or other reproductions of existing material.
OVAL: The sector organisation of occupational health and safety services, intervention companies, advisory agencies in the field of outplacement and career guidance and career coaching, reintegration companies and job coaching organisations.
NIP: Netherlands Institute of Psychologists.
Client: Any natural person or legal entity that instructs Right Management to perform activities pursuant to a contract.
Programme: A set of planned and structured Services agreed by the parties as supplied by Right Management.
- All information about the Participant and Right Management that is shared.
- All information from the Proposal (signed by the parties).
- Information generated by Right Management alone or jointly with others during the course of providing the Services.
- Information about one of the Parties or its business or activities that is disclosed to the other Party.
- Information regardless of whether that information is oral, visual or written or is stored or recorded in another medium.
Article 2. AREA OF APPLICATION
These terms and conditions apply to all offers and assignments for Right Management. These general terms and conditions also apply to any additional assignments and follow-up assignments. Any stipulations deviating from these general terms and conditions will only be legally valid if they have been signed by both parties.
Article 3. PERFORMANCE OF THE PROGRAMMES
- Unless otherwise stated, the performance of the Programmes will take place at the location of Right Management.
- Right Management is constantly striving to improve its services, which is why changes may be made to the form and content of the Programme during the term of the contract. Right Management will inform the Client of this in good time.
- It is the responsibility of the Client to provide the Participant(s) with timely and complete information about the Services of Right Management. Right Management will hereby provide the Client with information.
- The Client will be responsible for the effective transfer of information with regard to the participants to be coached.
- The Client will ensure that the participants have sufficient time available for full participation in a Service.
Article 4. PAYMENT CONDITIONS
- Invoices relating to services rendered must be paid by the Client within 14 calendar days of the invoice date.
- All programmes will be invoiced at the start for the full amount as included in the Proposal or Contract immediately after the first activity within the Programme. For the outplacement programmes, the first activity making use of RightEverywhere®, the first consultation not being a free orientation consultation and/or participation in a workshop applies as the start. In the event of premature termination of a Programme, no refund will be made.
- The Client pays Right Management for the Services in accordance with the agreed Proposal or Contract.
- The Client will take care of the timely provision of information regarding invoicing, including any specific payment features such as purchase order numbers (PO numbers) and/or cost centre(s), in such a way that the start of an individual process is not delayed. Right Management can only start a project if this information is available.
- The Client will reimburse Right Management for the costs of all reasonable expenditure, such as costs of air travel, taxis, accommodation, meals and administration incurred by Right Management in connection with the provision of the Services, but only after the Client has given its consent.
- Termination of a contract does not affect a Programme commenced before the effective date of termination.
- Rates for Services are exclusive of VAT.
- Unless otherwise agreed in writing, all rates will be changed annually with effect from 1 January on the basis of the annual retail price index most recently published by Statistics Netherlands.
- The Client is not entitled to any offset or suspension of payment. If payment in full is not received within the set term, the Client will be in default, without the need for any further notice to that effect. The Client is obliged to pay the statutory interest as referred to in Section 6:119 or 6:119a of the Netherlands Civil Code on the invoice amount.
- All collection charges, including all costs of legal assistance both in and out of court, will be entirely for the account of the Client. Right Management will charge extrajudicial costs amounting to at least 15% of the principal amount due without any obligation to substantiate such expenses.
Article 5. CANCELLATION
Unless otherwise agreed in writing, the Client is permitted to cancel Services with due observance of the following.
For all Services for which a specific date has been determined in consultation with the Client, such as a training course or assessment centre:
- No costs if the written notice of cancellation is received at least eight working days before the date of delivery of the planned Services;
- 50% of the costs if the notice of cancellation is received seven to five working days before the date of delivery of the Services, and
- the total costs if the notice of cancellation is received four or less working days prior to the provision of the Services.
Article 6. DUTY OF CARE
- Right Management provides the Services with a reasonable degree of skill, care and diligence.
- Right Management will provide the Services in such a manner and with due regard to the Client that its good name and professional character will be preserved, and will comply with all reasonable instructions of the Client’s management with respect to the provision of Services.
- Right Management reserves the right not to accept, or to accept under restrictive conditions, any Participant referred to Right Management by the Client for guidance. Right Management will immediately inform the Client of this.
- If, upon the commencement or during the performance of a Service, circumstances arise or new circumstances become known that constitute serious impediments to the performance or duration of the assignment, Right Management may limit guidance, or suspend or terminate it, at a time to be determined. Right Management will immediately notify the Client and has the right to charge the additional costs resulting from the delay to the Client.
- The Client and the Participant are responsible for the relevant information provided to Right Management in connection with Right Management’s proper performance of the assignment.
Article 7. HEALTH AND SAFETY
- Both Parties will comply with the legislation, regulations or instructions in the areas of health and safety, equal opportunities at work and human rights, and will adopt practices for safe working practices with a view to maintaining a safe workplace.
- Right Management does not assume any obligations of the Client under such legislation.
Article 8. LIABILITY AND INSURANCE
- Right Management will not be liable for damage arising out of its own failures, except to the extent that this concerns damage caused by intent or wilful recklessness. Right Management will not be liable for any damage caused by failures of its employees, except to the extent that this concerns damage caused by intent or wilful recklessness. In any event, Right Management will not be liable for consequential damages.
- Right Management is not liable to the Client for any damage caused by shortcomings and unlawful acts of the third party or parties engaged by Right Management, whether or not in connection with the performance of the assignment, except to the extent that Right Management can recover the resulting damage from the said third party or parties.
- Right Management will maintain a current corporate liability insurance policy for the duration of a contract. In any event, any (extra-)contractual liability of Right Management and its (former) employees towards the Client will be limited to the amount paid out under Right Management's liability insurance in the relevant case.
- Any liability restrictions agreed by Right management with the third party or parties referred to above will apply directly between Right Management and the Client.
- The Client indemnifies Right Management against all damage that Right Management may suffer as a result of claims by third parties in connection with the goods, Services or products supplied by Right Management, including but not limited to:
- claims from third parties, including employees of Right Management, that suffer damage in connection with the performance of a Contract, which is the result of acts or omissions by the Client or of unsafe situations at the Client’s company;
- claims from third parties who suffer damage as a result of a defect in goods, Services or products supplied by Right Management that are used, modified or resold by the Client with the addition of or in connection with the Client’s own products, software or Services.
- The occurrence of any right to compensation is always subject to the condition that the Client has reported the damage to Right Management in writing after the occurrence of the damage.
Article 9. FORCE MAJEURE
Right Management will not be required to comply with any obligation under the Contract if prevented from doing so by circumstances beyond its control or for which Right Management is not responsible by law, legal action or generally accepted practice. In that case Right Management is in no way obliged to compensate for the damage that has arisen. The circumstances referred to are for example, but not only a natural disaster, war, strike, labour dispute, work interruption, fire or government intervention.
Article 10. CONFIDENTIALITY
Neither Party may disclose or cause to be disclosed any Confidential Information (or permit or assist or enable anyone to access or view Confidential Information) during the Proposal Process, during and after the Contract and without the prior written consent of the other Party. This obligation does not apply to:
- Information which, other than as a result of a breach of this Contract by either Party, is generally available to the public;
- The disclosure of information to comply with applicable legislation or a legally binding decision of a court, government body or semi-public institution or an administrative or judicial body or the applicable rules of a stock exchange;
- Information disclosed by a party following disclosure to that party by a third party legally entitled to do so, where such use or disclosure is in accordance with rights legally granted to that party by the third party.
Article 11. OVAL CODE OF CONDUCT
- Right Management, Client and the Participant agree to comply with OVAL’s code of conduct to the extent that the programme falls within the scope of that code of conduct.
- Right Management reserves the right, if the employment still exists after consultation with the Client and if the employment no longer exists at its discretion, to terminate the guidance if the Participant impedes the guidance process. This conclusion may be drawn if, for example, the Participant repeatedly fails to follow the advice given to him/her by Right Management, or (no longer) shows any commitment/motivation. Before doing so, Right Management will notify the Participant in writing.
Article 12. NIP PROFESSIONAL CODE
- NIP psychologists associated with Right Management are bound by the professional code of the Netherlands Institute of Psychologists (NIP) and Right Management complies with this code of conduct.
- According to this code, the Participant has the right to refuse access to one’s medical data, which means that the written or oral outcome of the assessment will not be forwarded or shared with the Client. In such a case no report can therefore be made to the Client, but the costs will still be charged.
Article 13. PROTECTION OF PERSONAL DATA
Right Management is a controller of personal data within the meaning of the General Data Protection Regulation unless otherwise agreed in the Contract. Right Management processes personal data when there is a legitimate and specific purpose for doing so. The personal data are carefully handled and secured. Right Management does this in accordance with (privacy) legislation and regulations. The complete privacy statements, including the right of access to and correction of personal data, are available on Right Management’s website.
Article 14. INTELLECTUAL PROPERTY
- Client acknowledges that Right Management owns the proprietary rights, entitlement to and interests in Intellectual Property and Material created, produced or developed by Right Management during the course of providing the Services.
- Any improvement or development of any portion of the Intellectual Property and Materials that is made by Right Management after the commencement of the provision of the Services will be the exclusive property of Right Management. Right Management may, in its name and for its own account, apply for rights with respect to the improvement or development.
- The Client may not disclose the Intellectual Property and the Material created by Right Management to any third party or permit any third party to use, reproduce, copy, customise, disclose, modify or adapt the Intellectual Property and the Material created by Right Management without Right Management’s prior written consent.
- During and after Right Management’s obligation to provide the Services and at Right Management’s request, the Client must sign any documents and take such measures as Right Management deems necessary or desirable to:
- Assist or permit Right Management to improve, enforce, assert or defend its interest in and rights to use, reproduce, publish, perform, discuss, transfer, disclose or adapt the intellectual property and the material; or
- Generally enforce this provision, including providing assistance with respect to any legal action brought by or against Right Management.
Article 15. TERMINATION OF CONTRACT
- Parties may dissolve the Contract due to a shortcoming of the other party, provided that the party dissolving the Contract provides the other party with details of the shortcoming in writing and gives the other party the opportunity to remedy the shortcoming within a reasonable period of time.
- In the following cases, the Parties are entitled to terminate the Contract with immediate effect, without notice of default or judicial intervention, without prejudice to the right to compensation and any other rights:
- If one of the parties is or has been declared bankrupt;
- If the bankruptcy is filed for a party or a party itself files for bankruptcy;
- If the (provisional) suspension of payments is granted in respect of a party;
- If a party’s business is shut down, liquidated, transferred in whole or in part, or an arrangement is made to transfer assets from a party to a creditor, or preparatory measures are taken for the said acts;
- If a party fails to fulfil one or more of its obligations under the Contract or other agreements arising from it, or fails to fulfil them on time or properly.
- The claims that the parties have or obtain against one another in the cases referred to in the previous paragraph will be immediately and fully due and payable.
Article 16. SETTLEMENT OF DISPUTES
- It is important for the success of the Contract that the Parties maintain a good and business relationship. Any differences of opinion should be expressed immediately with a view to early discussion and, if possible, an amicable solution.
- The relations between Right Management and the Client are governed by Dutch law.
All disputes that may arise between Right Management and the Client in connection with this Contract or any further agreements that may result from it will be settled by the competent court in Amsterdam.
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