Terms and Conditions Mission2Match

Last updated: January 2025

Article 1. General

1. Mission2Match in Biddinghuizen provides services in the field of interim management, recruitment and selection, executive search, assessments and coaching, all in the broadest sense. The following general terms and conditions apply to its services. The terms and conditions apply to all offers, quotations and tenders issued by Mission2Match, hereinafter referred to as the contractor. Unless the parties have expressly agreed in writing to deviate from these terms. 2. These terms and conditions also apply to agreements with the contractor, for the performance of which the contractor needs to involve third parties. 3. These terms and conditions are also written for all employees of the Contractor. 4. The applicability of any purchasing or other conditions of the Client is expressly rejected. 5. If one or more provisions of these general terms and conditions are or become null and void in whole or in part at any time, the rest of what is stipulated in these general terms and conditions shall remain fully in force. 6. If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be in the 'spirit' of these provisions. 7. If a situation arises between the parties that is not regulated in these general terms and conditions, that situation shall be assessed in the spirit of these general terms and conditions. 8. If the Contractor does not always insist on strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would in any way lose the right to insist on strict compliance with the provisions of these terms and conditions in other cases. 9. If the Client provides services on behalf of or for the Client to clients of the Client, the Client is obliged to apply these general terms and conditions in full in its agreements with these clients. The Client indemnifies the Contractor against claims by third parties arising as a result of non-compliance with this provision by the Client.

Article 2. Quotations and offers

1. All quotations and offers from the Contractor are without obligation, unless a period for acceptance has been specified in the quotation. If no acceptance period has been specified, no right can be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime. 2. The Contractor cannot be held to its quotations or offers if the Client could reasonably understand that the quotations or offers, or part thereof, contain an obvious error or typographical error. 3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in connection with the agreement, including travel and accommodation, shipping and administrative costs, unless otherwise stated. 4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the Contractor is not bound thereby. The agreement is then not concluded in accordance with this deviating acceptance, unless the Contractor indicates otherwise. 5. A composite quotation does not oblige the Contractor to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3. Contract term; performance periods, transfer of risk, performance and amendment of agreement; price increase

1. The agreement between the Contractor and the Client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or if the parties have expressly agreed otherwise in writing. 2. If a period has been agreed or stated for the performance of certain work or for the delivery of certain goods, this is never a strict deadline. In the event of exceeding a period, the Client must therefore give the Contractor written notice of default. The Contractor must be given a reasonable period to still perform the agreement. 3. The Contractor shall perform this agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, on the basis of the state of the art known at that time. 4. The Contractor has the right to have certain work performed by third parties. 5. If third parties engaged by the Contractor perform work at the location of the Client or a location designated by the Client in the context of the assignment, the Client shall provide the facilities reasonably required by those employees free of charge. 6. Delivery is ex works of the Contractor. The Client is obliged to accept the goods at the time they are made available to him. 7. The Contractor is entitled to perform the agreement in phases and to invoice the part performed accordingly separately. 8. If the agreement is performed in phases, the Contractor may suspend the performance of those parts belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase. 9. The Client shall ensure that all data which the Contractor indicates are necessary or which the Client could reasonably be expected to understand are necessary for the performance of the agreement are provided to the Contractor in good time. 10. If it appears during the performance of the agreement that it is necessary to amend or supplement it for proper performance, the parties shall proceed to adjust the agreement in good time and in mutual consultation. 11. In the event of an amendment to the agreement, including an addition, the Contractor is entitled to perform it only after approval has been given by the person authorised within the Contractor and the Client has agreed to the price and other conditions stated for performance. 12. Without being in default, the Contractor may refuse a request to amend the agreement if this could have consequences in terms of quality and/or quantity. 13. If the Client fails to properly comply with what he is obliged to do towards the Contractor, the Client is liable for all damage on the part of the Contractor arising directly or indirectly as a result. 14. If a fixed fee or fixed price is agreed between the Contractor and the Client, the Contractor is nevertheless at all times entitled to increase this fee or price without the Client in that case being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or has its cause in an increase in the price of raw materials, wages, etc. 15. If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months of the conclusion of the agreement, only the Client who is entitled to invoke Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the agreement by written notice. 16. The Contractor is entitled to adjust the agreed rates and prices charged at most once a year on the basis of the development of the collective labour agreement wage index for business services as published by Statistics Netherlands. 17. Administrative costs, travel and accommodation costs, and other costs related to the performance of the assignment shall be passed on to the Client, unless otherwise agreed in writing.

Article 4. Suspension, dissolution and interim termination of the agreement

1. The Contractor is entitled to suspend the performance of its obligations or to dissolve the agreement if the Client fails to perform, or to perform in full or in time, the obligations under the agreement, if after the conclusion of the agreement circumstances come to the knowledge of the Contractor that give good reason to fear that the Client will not perform the obligations, if the Client was asked to provide security for the fulfilment of his obligations under the agreement when concluding the agreement and this security is not provided or is insufficient, or if due to delay on the part of the Client the Contractor can no longer be required to perform the agreement on the originally agreed conditions. 2. Furthermore, the Contractor is entitled to dissolve the agreement if circumstances arise which are such that performance of the agreement is impossible or if other circumstances arise which are such that the Contractor cannot reasonably be required to maintain the agreement unchanged. 3. If the agreement is dissolved, the Contractor's claims against the Client are immediately due and payable. 4. If the Contractor proceeds to suspension or dissolution, it is in no way obliged to compensate any damage and costs arising in any way as a result. 5. If the dissolution is attributable to the Client, the Contractor is entitled to compensation for the damage, including costs, arising directly and indirectly as a result. 6. If the Client fails to perform its obligations under the agreement and this failure justifies dissolution, the Contractor is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnity. 7. If the agreement is terminated by the Contractor during the term, the Contractor will consult with the Client to arrange for the transfer of work still to be performed to third parties. 8. In the event of liquidation, (application for) suspension of payments or bankruptcy, of attachment – if and insofar as the attachment has not been lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of his assets, the Contractor is free to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or indemnity. 9. If the Client cancels a placed service in whole or in part, the work performed and the goods ordered or prepared for it, plus any delivery and removal costs and the working time reserved for the performance of the agreement, shall be charged in full to the Client.

Article 5. Force majeure

1. The Contractor is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and that pursuant to the law, a legal act or prevailing views in society is not for its account. 2. Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the Contractor cannot exert any influence, but which prevent the Contractor from fulfilling its obligations. Including strikes at the Contractor's company or that of third parties. 3. The Contractor may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to compensate the other party for damage. 4. Insofar as the Contractor has already partially performed its obligations under the agreement at the time of the occurrence of the force majeure or will be able to perform them, and the performed or to be performed part has independent value, the Contractor is entitled to invoice the already performed or to be performed part separately.

Article 6. Payment and collection costs

1. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by the Contractor in the currency in which the invoice is made, unless the Contractor indicates otherwise in writing. The Contractor is entitled to invoice periodically. 2. If the Client fails to pay an invoice in time, the Client is legally in default. The Client is then liable for interest of 1% per month, unless the statutory interest is higher. 3. The Contractor has the right to apply payments made by the Client first in deduction of costs, then in deduction of interest due and finally in deduction of the principal sum and current interest. 4. The Client is never entitled to set off what it owes to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation. 5. If the Client is in default in the (timely) performance of its obligations, all reasonable costs of obtaining payment out of court shall be borne by the Client.

Article 7. Confidentiality

1. The parties are obliged to maintain confidentiality of all business data as well as all other data of which they knew the confidential nature. The Contractor will take the necessary precautions to protect the interests of the Client. 2. The Client will not make any statements to third parties about the Contractor's approach, working method, methodologies and reports without the Contractor's written permission. 3. The Contractor and the Client guarantee compliance with this obligation of confidentiality by their own employees. 4. Only with the Client's permission is the Contractor entitled to mention the Client's name in its press and publicity statements as well as a general description of the assignment. 5. Documents, data carriers or business assets that one party receives from the other party remain the property of that party and shall be returned to the original owner after the assignment has been completed or destroyed at their request.

Article 8. Intellectual property

1. All intellectual property rights to all offers, designs, analyses, methodologies, reports and all preparatory material developed or made available in the performance of the assignment vest exclusively with the Contractor. 2. The Client has the right to use the results of the work performed by the Contractor within its own organisation once the agreed remuneration for the work performed has been paid. 3. What is supplied by the Contractor in the context of the agreement remains the property of the Contractor until the Client has properly fulfilled all obligations under the agreement(s) concluded with the Contractor. 4. The Contractor reserves the rights and powers that accrue to it under the Copyright Act and other intellectual property laws and regulations.

Article 9. Amendment of the assignment

1. The Client is only entitled to amend the content and scope of the assignment in consultation with the Contractor. 2. If the amendment of the assignment leads to additional work, the Contractor will provide an estimate of the additional costs to the best of its ability. The Client shall decide in good time on the additional costs submitted, in any case before the amendment of the assignment is implemented. If the amendment of the assignment means an adjustment of the schedule, the Client agrees to this.

Article 10. Recruitment and selection and executive search

The following provisions (1 to 10) only apply to agreements between the Contractor and clients concerning the assignment to recruit, select or executive search. In the event of conflict between the provisions in the general part of these terms and these special terms, the special terms shall prevail. 1. Every candidate has equal opportunities in recruitment and selection activities and/or executive search activities regardless of age, sex, marital status, sexual orientation, life or religious belief, political choice, race, ethnic origin or nationality. 2. The Contractor shall record in the quotation or the assignment agreement at least the following agreements with the client: working method to be followed; fees, expenses and method of payment; schedule; agreement on fee in the event of premature termination of the procedure at the client's request; exclusivity. 3. If the client gives the Contractor the assignment to fill a vacancy, this can only be on the basis of exclusivity: Mission2Match is the only agency that has the assignment to work on filling the vacancy in question. 4. By accepting a recruitment and selection assignment, the Contractor assumes an obligation of result when a client uses the guarantee scheme under the Premium package and by accepting an executive search assignment the Contractor assumes an obligation of effort. 5. The Contractor shall record the vacancy in question for the client in the form of a job description or profile outline in writing in the context of a recruitment and selection assignment or executive search assignment. 6. In recruitment advertisements, the Contractor must make it clear that it concerns a specific vacancy, unless expressly stated otherwise. 7. The Contractor shall ensure that all parties involved observe the utmost discretion towards interested parties and candidates. 8. The Contractor shall provide the candidate with sufficient and correct information about the vacancy, the procedure, the organisation and the reasons for any rejection. 9. The Contractor shall only store personal data with the knowledge of the data subject and shall only make it available to third parties in the context of an assignment after written consent has been obtained from the data subject. 10. The client is responsible for the final choice of a candidate; the Contractor excludes any liability for the consequences of the acts or omissions of candidates who have joined the client as a result of the performance of the assignment.

Article 11. Assessments

The following provisions only apply to agreements between the Contractor and Clients concerning the assignment for assessment. In the event of conflict between the provisions in the general part, the special terms shall prevail. 1. The Contractor shall ensure that an assessment consists of at least: intelligence tests and personality questionnaires; at the Client's request this can be extended with practical simulations; at least one online interview; a qualified assessor. 2. The Contractor shall ensure that all parties involved observe the utmost discretion towards the person concerned. 3. The Contractor shall only make personal data, including reports, available to third parties in the context of an assignment after consent has been obtained from the person concerned. 4. If the client does not wish to accept a pre-agreed assessment service, the client must inform the Contractor of this in writing. 5. For all assessments: if the client informs the Contractor one month before the execution date that an assessment will not be taken, no fee is due. If the client informs later than one month and earlier than two weeks before the execution date, 30 percent of the agreed rate for the assessment will be charged. If the client informs within two weeks before the execution date, 60 percent will be charged. If the client informs within one week before the execution date, 100 percent will be charged.

Article 12. Interim Professionals

1. The Contractor mediates between the client and interim professionals. This mediation consists of a platform where the Client and Interim Professional can come into direct contact with each other without the involvement of third parties. The Contractor only makes the platform available for the mediation. 2. The interim Professional pays a monthly subscription after a trial period to use the platform and facilities. The Interim Professional can cancel the subscription at any time subject to one month's notice. 3. The Interim Professional ensures that the data entered on the platform are filled in truthfully. 4. The interim Professional ensures that he updates his availability for interim assignments on the platform in good time. 5. The Client and Interim Professional make their own arrangements about the interim assignment and the hourly rate. The Contractor is in no way responsible for the deployment and quality of the Interim Professional. 6. Provisions 6 to 11 only apply when use is made of the Contractor's Medium Matching Service. 7. With Medium Matching Service, there is personal mediation (matching) by the Contractor between Interim Professionals and Clients. 8. The Contractor sends the Client a one-off invoice excl. VAT and any travel costs for the mediation. The Interim Professional is responsible for drawing up any contract. 9. The Client and Interim Professional make their own arrangements about the performance of the assignment, the duration and the hourly rate. 10. The Contractor, Client and Interim Professional have 2 online evaluation moments during the assignment. 11. The Contractor cannot be held liable in any way for the quality and any damage caused by the Interim Professional.

Article 13. Obligations

1. The Contractor will use its best efforts to perform the assignment with care. Where possible, work will be carried out in accordance with the agreements and procedures established with the Client. The aim is to achieve the intended results of the assignments. These are therefore not guaranteed. 2. If during the performance of the assignment it appears that circumstances (threaten to) impede proper performance, or if one of the parties has serious doubts about the reasonableness of the qualitative results to be expected within the agreed period and fee, that party is obliged to inform the other party of this in writing. 3. If the provision in paragraph 2 applies, the parties shall consult. If it appears on the basis of this consultation that there are changes to the original agreement, this must be confirmed in writing by both parties.

Article 14. Liability

1. There is a breach of contract if the Contractor fails in a way that a well-equipped and careful professional with normal professional knowledge could and should have avoided. The Client must give the Contractor written notice of default. The Contractor must be given the opportunity to remedy the consequences of the shortcoming within a reasonable period. 2. The possible liability for proven damage to the Client due to shortcomings in the performance of the assignment is limited to a maximum of the amount of the fee that the Contractor has received from the Client for its work in the context of that assignment. 3. The Contractor is not liable for damage in any form whatsoever that has been caused because the Contractor relied on incorrect and/or incomplete data provided by the Client. 4. The Contractor is not obliged to compensate indirect damage of the Client. 5. If damage to persons or property is caused by performance of the client's assignment or otherwise, for which the Contractor is liable, that liability shall be limited to the amount or amounts to which the Contractor's liability insurance entitles it. 6. The Client indemnifies the Contractor against claims by third parties, including the reasonable costs of legal assistance, which are in any way connected with the work performed for the Client.

Article 15. Termination

1. In the event that one of the parties becomes bankrupt, applies for suspension of payments or ceases its business operations, the other party has the right to terminate the assignment agreement in writing without observing a notice period. 2. The Client is not permitted to dissolve the agreement solely on the basis of exceeding the established schedule. Nor in the event that the Contractor fails to perform the agreement and the Contractor has not been given a reasonable period to remedy the breach.

Article 16. Applicable law and disputes

1. Dutch law applies exclusively to all legal relationships to which the Contractor is a party, even if an obligation is performed in whole or in part abroad or if the party involved in the legal relationship is domiciled there. 2. The court in the place of establishment of the Contractor has exclusive jurisdiction to take cognisance of disputes, unless the law mandatorily provides otherwise. Nevertheless, the Contractor has the right to submit the dispute to the court competent under the law. 3. The parties will only resort to the court after they have made every effort to resolve a dispute in mutual consultation.

Article 17. Deposit and amendment of terms and conditions

1. These terms and conditions are deposited with the Chamber of Commerce. 2. The most recently deposited version or the version that applied at the time of the establishment of the legal relationship with the Contractor shall always apply. 3. The Dutch text of the general terms and conditions shall always be decisive for the interpretation thereof.