Article 1.  Definitions

In these General Terms and Conditions the following definitions apply:

1. “Starz in AI”: Starz in AI B.V., established in The Hague.
2. “Candidate”: any natural person recruited and selected by Starz in AI to enter into an employment contract with the Client.
3. “Client”: The person for whom Starz in AI makes every effort to recruit and select a Candidate.
4. “Assignment”: The agreement between Starz in AI and the Client, whereby Starz in AI makes every effort towards the Client to recruit and select a Candidate.
5. “Gross annual income”: The gross annual income agreed between the Candidate and the Client to actually be paid to the candidate on the basis of the agreed employment relationship, including holiday pay and emoluments.

Article 2.  Applicability

1. All quotations and cost statements from Starz in AI are entirely without obligation, unless the contrary has been expressly stated in an individually targeted written quotation.
2. An Assignment between Starz in AI and the Client will only be concluded after Starz in AI has confirmed the Assignment in writing or has started executing the Assignment.
3. An Assignment between Starz in AI and the Client is also considered to have started if the Client invites a candidate introduced by Starz in AI.
4. All costs and amounts stated in quotations, contracts and these general terms and conditions are exclusive of VAT unless expressly stated otherwise.

Article 3. Non-binding quotations and realization of orders

1. All quotations and cost statements from Starz in AI are entirely without obligation, unless the contrary has been expressly stated in an individually targeted written quotation.
2. An Assignment between Starz in AI and the Client will only be concluded after Starz in AI has confirmed the Assignment in writing or has started executing the Assignment.
3. An Assignment between Starz in AI and the Client is also considered to have started if the Client invites a candidate introduced by Starz in AI.
4. All costs and amounts stated in quotations, contracts and these general terms and conditions are exclusive of VAT unless expressly stated otherwise.

Article 4. Costs and payment method

1. The costs of a recruitment procedure owed by the Client to Starz in AI are expressed as a percentage of the first gross annual income that the Candidate will earn from the Client in case of Search & Selection.
2. The Client owes the following compensation to Starz in AI:
   1. The Client owes Starz in AI the S&S percentages as described in the commercial proposal of the Candidate’s gross annual income, or a fixed fee as described in the commercial proposal;
   2. The compensation referred to in the second paragraph of this article 4 only applies and must only be paid by the Client to Starz in AI if a Candidate accepts an offer from the Client and if after the trial period of 1 calendar month there is no of a situation as described in Article 8.2.

Articlel 5. Payment

1. Unless otherwise agreed in writing, the Client is always obliged to pay Starz in AI invoices in AI within 14 days after the invoice date.
2. After the expiry of the payment term stated in the first paragraph of this article 5, the Client is in default after notice of default and after the Client has failed to make repairs within a reasonable period. The Client will then owe Starz in AI the statutory commercial interest on the outstanding amount.
3. Both the judicial and extrajudicial costs relating to the collection and collection of payments not received on time by Starz in AI from the Client will be borne by the Client.
4. Payments from the Client serve primarily to settle the interest owed referred to in paragraph 2 of this article 5 and furthermore to pay the judicial and extrajudicial costs referred to in paragraph 3 of this article 5 and will then be deducted from the oldest outstanding claim.

Article 6. Execution of the Assignment

1. To the extent necessary for proper execution of the assignment, Starz in AI has the right to have (parts of) the work carried out by third parties. However, only in agreement with the Client.
2. Starz in AI will adhere to the agreed timetable of the Assignment. If the Client makes interim changes to the execution of the Assignment, Starz in AI will make the necessary adjustments to the Client’s Assignment. Starz in AI will not charge additional costs if the change or addition to the Assignment is the result of circumstances that can be attributed to Starz in AI. 

Article 7. Other obligations of the Client

1. The Client is not entitled to pass on data about Candidates to third parties in any way without permission from Starz in AI. If the Client introduces a Candidate introduced by Starz in AI but not employed by the Client to another person, company or institution within 12 months after introducing the Candidate, with the aim of concluding an employment contract, and which results in an employment contract with that Candidate, either in his own name or through and/or in collaboration with natural or legal persons in which the Candidate is involved, the Client will be obliged to pay the total costs in accordance with Article 4 of these General Terms and Conditions certain.
2. If the Client rejects a Candidate introduced by Starz in AI or the Candidate rejects an offer from the Client to conclude an employment contract, after which the Client then enters into an employment contract with the Candidate within 12 months after the Candidate has been introduced by Starz in AI, either in its own name or through and/or in collaboration with natural or legal persons in which the candidate is involved, the Client will be obliged to pay the total costs in accordance with the provisions of Article 4 of these General Terms and Conditions.
3. If a circumstance as in Article 7.1 and/or 7.2 occurs and there is a contractual relationship other than an employment contract, the first gross annual income in Article 4 of these General Terms and Conditions should be taken to mean the Candidate’s expected annual turnover.
4. If a circumstance as stated in Article 7.1 and/or 7.2 occurs, the Client must inform Starz in AI within 10 working days, including a statement of the gross annual income, as stated in Article 4.

Article 8. Early termination of employment contract

1. If the Candidate’s employment contract is terminated by the Client or Candidate:
   1. within the probationary period of 1 calendar month, Starz in AI will make every effort to provide a replacement for the Candidate in question without charging additional costs,or Starz in AI applies a credit of 75% of the invoice amount and immediately refunds this amount to the Client;
   2. after 1 calendar month, but within 2 calendar months, Starz in AI will apply a credit of 50% of the invoice amount and will immediately refund this amount to the Client;
   3. after 2 calendar months, but within 3 calendar months, Starz in AI will apply a credit of 25% of the invoice amount and will immediately refund this amount to the Client.
2. Article 8.1 shall only apply provided that:
   1. the Client notifies Starz in AI in writing within 5 days of cancellation by the candidate;
   2. the termination is not the result of changes or non-compliance with the employment contract by the Client;
   3. the essential characteristics of the job role have not changed;
   4. the termination is not the result of serious negligence on the part of the Client within the framework of a good employer;
   5. the termination of the employment contract is not the result of redundancy, reorganization, merger or takeover;
   6. the Client has paid all amounts invoiced by Starz in AI;
   7. the conditions described in these General Terms and Conditions have been met by the Client.
3. If the Client or a (legal) person, company or institution affiliated with the Client enters into an employment contract with the Candidate within 12 months after the introduction of the Candidate whose employment contract has been terminated, as included in Article 8, the Client will compensate the efforts to find a replacement are obliged to pay Starz in AI the full costs in accordance with the provisions of Article 4 of these General Terms and Conditions.

Article 9. Liability

1. Starz in AI makes every effort to find a suitable Candidate, but does not provide any guarantees regarding the suitability of the proposed Candidate. The Client is responsible for checking the Candidate’s references (including checking diplomas obtained and the like) and must convince itself of the Candidate’s suitability before hiring a Candidate introduced by Starz in AI. Starz in AI is not liable to the Client for damage caused by the (subsequently proven) unsuitability of the Candidate.
2. Starz in AI is only liable for any damage that the Client may suffer in connection with the Assignment, insofar as this damage arises as a result of an attributable shortcoming, intent or gross negligence in the execution of the assignment by Starz in AI.
3. The Client indemnifies Starz in AI against any claims from third parties in connection with the Assignment, unless there is intent or gross negligence.

Article 10 Confidentiality

1. Starz in AI and the Client are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Assignment. Information is considered confidential if this has been communicated by one of the parties or if this arises from the nature of the information.

Article 11. Applicable law, competent court

1. Dutch law applies to these General Terms and Conditions and to the Assignment to which these General Terms and Conditions apply.
2. Disputes arising from or related to the Assignment to which these General Terms and Conditions apply, as well as disputes regarding these General Terms and Conditions, if they fall within the jurisdiction of the court, will be brought before the court in The Hague.