Terms & Conditions

Scope

The general terms and conditions ("General Terms and Conditions") apply to all agreements (including assignments, orders, quotations,...) of UMERIS BV, with registered office at 2550 KONTICH, Prins Boudewijnlaan 30, registered with the Crossroads Bank for Enterprises under number 0732.914.578 (VAT BE 0732.914.578) and of UMERIS PAYROLL BV, with registered office at 2550 KONTICH, Prins Boudewijnlaan 30, registered with the Crossroads Bank for Enterprises under number 1017.736.569 (VAT BE 1017.736.569) and both hereinafter referred to as "RecruitIT". These general terms and conditions may, where applicable, be supplemented by Special Conditions, which together govern the contractual relationship between the parties.

These General Terms and Conditions take precedence over any conditions of clients, (commercial) partners, Clients and/or other contracting parties of RecruitIT that conflict with or deviate from these General Terms and Conditions, unless their validity has been expressly and in writing accepted by RecruitIT.

RecruitIT reserves the right to supplement or modify these General Terms and Conditions at any time. The modified General Terms and Conditions shall only apply if the contracting party has effectively taken note of them, has expressly agreed to them, or before entering into a new agreement with RecruitIT.

Definitions

• Agent: any natural or legal person engaged by RecruitIT for the performance of the Agreement, regardless of their mutual legal relationship.
• Agreement: the concrete cooperation between the parties as evidenced by a written agreement, an accepted quotation, general and/or special conditions, etc.
• Services: all services to be provided by RecruitIT under an Agreement.
• Contracting party / Client: any party with whom RecruitIT enters into an Agreement (or prepares one) and who therefore makes use of its services.

Formation of the agreement

A quotation from RecruitIT remains valid for a period of 7 calendar days from the date indicated on the quotation, unless a different validity period has been specified in the quotation.

The Client is responsible for the accuracy and completeness of the data provided to RecruitIT by or on behalf of the Client.

Furthermore, the Agreement only comes into effect after acceptance by the Client of the quotation/order form prepared by RecruitIT. Such acceptance may be evidenced by signing or any other written confirmation by the Client. The same applies to any additions and modifications.

By signing (for agreement) a (copy of the) quotation or by confirming the Agreement by e-mail or any other statement from the Client in which the quotation or offer of RecruitIT is accepted without reservation, the Client commits definitively. The Agreement between the parties is then definitively concluded.

Under no circumstances is RecruitIT bound by a verbal order/assignment.

Modifications and additional work

If RecruitIT has performed services at the request or with the prior consent of the Client that fall outside the scope of the Agreement, these services shall be compensated by the Client at the agreed rates. In the absence of an agreement regarding the rates for additional work, these services shall be provided at RecruitIT's usual rates.

RecruitIT is never obliged to comply with such a request and may require that the modalities for the intended modification or additional work be agreed upon in advance and in writing between the parties.

The Client accepts that services for modifications or additional work may affect the dates communicated or agreed upon by RecruitIT, as well as more generally the mutual obligations of the Client and RecruitIT. RecruitIT endeavours to communicate the possible consequences of modifications or additional work to the Client as soon as possible.

Catalogues, brochures and other marketing instruments

All descriptions, designs, illustrations and other information that RecruitIT may communicate in catalogues, brochures or other (online) marketing instruments are purely informative and non-binding. The Client cannot derive any rights from them. Information provided by RecruitIT to the Client can only be binding insofar as this information is incorporated into the Agreement concluded between the parties.

Deadlines

All dates communicated or agreed upon by RecruitIT have been established on the basis of the data known to it at the time of entering into the Agreement.

RecruitIT therefore cannot be held to compliance with communicated or agreed dates when unforeseen circumstances arise after entering into the Agreement. This also applies if the dates were established on the basis of incorrect data communicated by the Client, or when modifications are requested by the Client.

Unless otherwise agreed in writing, late performance or delivery cannot be a reason for dissolution of the Agreement or refusal of receipt of the delivery or order and can at most be considered a breach of contract. However, this requires the Client to first have expressly and in writing given RecruitIT notice of default. This notice of default must be clear and concrete, and must contain as detailed a description as possible of the shortcoming(s) attributed to RecruitIT so that it is able to give appropriate follow-up/respond. Only when such notice of default remains unanswered or without useful effect can the Client claim compensation for damages.

Prices

Unless otherwise stipulated in writing in the Agreement, all prices quoted by RecruitIT are net and expressed in euros.

The applicable VAT rate is the rate applicable on the invoicing date and is separately stated on the invoice. VAT is payable by the Client to RecruitIT, in accordance with the invoice conditions.

Complaints and protests

Under penalty of forfeiture, any complaint or protest must be made by registered letter within eight calendar days of receipt of the services or goods, or after receipt of the invoice, and must be addressed to the registered office of RecruitIT.

In the case of a protest of the invoice, the Client must always state in the protest the date and number of the invoice, the reasons for the protest and the (part of the) amount of the invoice that is disputed.

Payment terms and default

Unless the parties have agreed otherwise in writing, invoices from RecruitIT are payable within 14 calendar days following the date of the invoice.

If, on the basis of the Agreement or any other ground, a credit note is granted to the Client, this shall only be granted provided that all due invoices have been paid by the Client.

Non-payment or late payment of the invoice shall automatically and without prior notice of default give rise to a default interest of 12% per year from the due date. In addition, if an invoice has not been fully paid by the due date, RecruitIT is entitled to a lump-sum compensation equal to 12% of the invoice amount with a minimum of EUR 150 per invoice, as compensation for extrajudicial collection and administration costs.

In the event of non-payment of an invoice on its due date, the balance due under all other outstanding invoices shall automatically become fully payable. Furthermore, RecruitIT is authorised to suspend its services and/or, where applicable, to terminate the Agreement at the Client's expense.

Termination of the Agreement

The parties reserve the right to request the dissolution of the Agreement at the expense of the other party, if that party has, in a manner attributable to it, seriously failed to fulfil one or more essential obligations and has not remedied this within a reasonable period after receipt of the notice of default.

In any case, the following are considered essential obligations on the part of the Client: the payment obligations described in these General Terms and Conditions (including when there are serious reasons to fear that the Client's creditworthiness is at risk, such as bankruptcy, judicial reorganisation,...), the obligation to cooperate, the non-solicitation clause,...

If an Agreement for an indefinite period has been concluded, it may be terminated in writing by either Party without giving reasons, subject to a notice period. If no specific notice period has been included in the Agreement or any Special Conditions, a reasonable notice period must be observed. This period is at least 2 months, increased by 1 month for each commenced year from the second year, but must always be concretely motivated by the terminating party in light of the circumstances, the importance of the agreement, the elapsed duration and the costs that such termination may entail.

Liability

RecruitIT is only liable for – both direct and indirect – damage that the Client would suffer as a result of intent, fraud, deceit or gross negligence.

The Client accepts that compensation for damage is limited to the amount for which RecruitIT is insured. If the insurer does not cover the damage, without RecruitIT being at fault, compensation for the damage is limited to the amount corresponding to the value of the assignment under the Agreement and in any case to a maximum of EUR 12,000.00.

RecruitIT is not liable for any shortcomings of third parties engaged in the performance of the Agreement, regardless of whether these third parties invoice their remuneration to RecruitIT or directly to the Client.

Any claim for compensation shall in any case lapse if RecruitIT has not been notified of the claim by registered letter within one year after the discovery of an event or circumstance giving rise or potentially giving rise to liability.

Force majeure

Neither party is obliged to fulfil the Agreement if that party is prevented from doing so as a result of force majeure.

Within the meaning of these General Terms and Conditions, force majeure is to be understood in its broadest sense. By way of example but not limitation, force majeure includes non-delivery or late delivery of goods or accessories as a result of natural disasters, fire, flooding, acts of war, strikes, labour disputes, as well as extraordinary circumstances such as a pandemic, or other economic or health circumstances that would make the definitive or temporary performance of the agreement impossible or particularly difficult, the impossibility of continuing the performance of the agreement with a third party (for example as a result of bankruptcy), government intervention of any kind, and the like.

The party invoking a force majeure situation must immediately inform the other party of the causes of the delay or non-performance (and the expected duration) and shall take all reasonable steps to address this delay or non-performance.

If the force majeure situation lasts longer than 90 days, each party has the right to terminate the Agreement in writing. Services already provided by RecruitIT to the Client shall be invoiced proportionally to the Client. For the rest, the parties shall owe each other nothing further.

Confidentiality

RecruitIT undertakes to treat information received from the Client confidentially and to disclose it to third parties only insofar as required for the proper performance of the Agreement. This confidentiality obligation naturally does not apply to information that is by its nature non-confidential or that can reasonably be assumed not to be confidential. It is in any case up to the Client to inform RecruitIT in advance if certain information it communicates must be treated confidentially.

Non-solicitation

The Client is prohibited, both during the term of the Agreement and for one year after the termination of the Agreement, from employing or in any other way attempting to solicit RecruitIT personnel, whether directly or indirectly (e.g. offering employment at another company through/via the Client).

In the event of a breach of this provision, the Client shall owe RecruitIT a lump-sum compensation of EUR 5,000.00, without prejudice to RecruitIT's right to claim payment of higher actual damages suffered.

Data protection

RecruitIT complies with the regulations regarding the protection and processing of personal data, as found in the General Data Protection Regulation of 27 April 2016 (GDPR).

Insofar as personal data is received by or provided to RecruitIT in the context of an agreement with the Client, the latter declares that all processing will be carried out in full compliance with the applicable regulations. Insofar as processing of personal data takes place on behalf of the Client, RecruitIT is considered a Processor of personal data. In such case, the Client undertakes to sign the Data Processing Agreement made available by RecruitIT.

For its part, the Client declares and guarantees to RecruitIT that it likewise complies with all applicable provisions regarding the processing and protection of personal data. Privacy

Applicable law and jurisdiction

Belgian law applies to all Agreements concluded with RecruitIT.

Only the courts of the judicial district of ANTWERP, in particular those of MECHELEN, are competent to adjudicate disputes arising from the Agreement that cannot be resolved amicably.

All notifications to RecruitIT must be sent by registered letter to the registered office. Unless otherwise expressly agreed, all notifications to the Client are made at the address stated in the Agreement. RecruitIT and the Client undertake to inform the other party as soon as possible by registered letter of any change of address.

The possible nullity of one or more clauses of these General Terms and Conditions does not affect the validity of the other clauses. In such case, the provisions that most closely approximate the intended purpose of the null clause(s) shall apply as a replacement.