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Terms and Conditions

General terms and conditions 2025

Excellentum Human Capital Solutions B.V.

Graaf Engelbertlaan 75

4837 DS Breda

info@excellentum.nl

CHAMBER OF COMMERCE: 65583906

Hereinafter referred to as: Excellentum

 

Article 1 Definitions

  1. In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise:

–  Annual salary: the fixed annual salary (12 months) of a candidate,
including holiday pay. Annual salary includes, for the purposes of
 this agreement, furthermore, any fixed agreed 13th and/or
14th month.
– Client: the (legal) person who, either for himself or for 
third parties, to whom Excellentum (has) issued an order or to whom a
offer is addressed;
– Agreement: an oral, written or electronic agreement
between Excellentum and the client for carrying out
assignments by Excellentum at a price to be paid by the client.
– Shortlist: the list of candidates to be interviewed by the client.  

 

Article 2 General

  1. These conditions apply to every offer, quotation and agreement between Excellentum and a client to which Excellentum has declared these conditions applicable.
  2. The present conditions shall also apply to all agreements with Excellentum, the execution of which requires the involvement of third parties.
  3. Any deviations from these general terms and conditions shall only be valid if expressly agreed in writing.
  4. The applicability of any purchase or other conditions of the client is expressly rejected.
  5. Should one or more of the stipulations in these general conditions be null and void or annulled, the other stipulations of these general conditions shall remain fully applicable. Excellentum and the client shall then consult to agree on new clauses to replace the void or nullified clauses, taking into account, if and as much as possible, the purpose and scope of the original clause.
  6. A client who has once contracted under these terms and conditions is deemed to tacitly agree to the applicability of these terms and conditions to future assignments.

 

Article 3 Offers and tenders

  1. All offers are non-binding unless the offer specifies a deadline for acceptance.
  2. The prices in the said offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, unless otherwise indicated.
  3. Offers or quotations do not automatically apply to future orders.

Article 4 Conclusion of the agreement

  1. An assignment is established by Excellentum accepting the work assigned to it orally, in writing or electronically, or by commencing the execution of the assignment in a manner known to the client.
  2. Changes to the order compared to the offer are only valid if they have been agreed in writing or electronically.
  3. All agreements are entered into for an indefinite period, unless the nature of the agreement or what the parties have expressly agreed otherwise.


Article 5 Execution of the agreement

  1. Excellentum shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this based on the state of science known at the time. 
  2. The client shall ensure that all data, which Excellentum indicates are necessary or which the client should reasonably understand are necessary for the execution of the agreement, are provided to Excellentum in time. If the data necessary for the execution of the agreement have not been supplied to Excellentum in time, Excellentum shall have the right to suspend the execution of the agreement and/or to charge the extra costs resulting from the delay according to Excellentum.

 

Article 6 Modification of the agreement

  1. If, during the execution of the agreement, it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will timely and in mutual consultation adjust the agreement accordingly.
  2. If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. Excellentum shall inform the client of this as soon as possible.
  3. If the change or supplement to the agreement will have financial and/or qualitative consequences, Excellentum shall inform the client in advance.
  4. If a fixed fee has been agreed, Excellentum shall indicate to what extent the modification or supplement to the agreement will result in an excess of this fee.
  5. Changes to the assignment by the client, including changes to the job profile, may be regarded as the granting of a new assignment.

Article 7 Contract duration; performance period

  1. The agreement between Excellentum and a client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
  2. If a deadline has been agreed within the term of the agreement for the completion of certain activities, this shall never be a deadline. If the deadline is exceeded, the client should therefore give Excellentum written notice of default and grant Excellentum a reasonable period of time to still carry out/complete the assignment.

 

Article 8 Fee

  1. Excellentum's fee is calculated per assignment and consists of two parts: an initial fee at the signing of the agreement and then a percentage (or fixed fee) of the annual salary applicable for the position to be filled or, as the case may be, specified by the client. Excellentum's fee shall be calculated on the basis of the annual salary for a full-time job, including the corresponding fixed emoluments. The initial fee is never refundable, but shall be deducted from the placement fee in case of a successful placement.
  1. For every candidate introduced by Excellentum who signs an employment contract with the client within 18 months of Excellentum's introduction, or otherwise performs work for the client, even if it concerns a position other than the position to which the original assignment related, the client is obliged to pay Excellentum the agreed remuneration.
  2. If, resulting from a single assignment, more than one candidate is placed with the client or for one of its affiliated companies, the client shall be liable to Excellentum for a fee per placement for the second and any subsequent placements that take place within 18 months of the first placement. The fee is then 75% of the agreed fee.
  3. If the client decides to withdraw the assignment, regardless of the underlying reason, it shall owe 75% of the fee at the time of withdrawal.
  4. Should the client decide to hire a candidate, not introduced by Excellentum, during the exclusivity period of the assignment, the client shall owe 75% of the full agreed fee to Excellentum. 
  5. A fee of €2,500 will be charged for a major change during an already ongoing assignment. 
  6. The minimum fee for each assignment is always €13,000


Article 9 Exclusivity

  1. Every assignment Excellentum carries out has a standard exclusivity period of 2 months from the date of signing the offer. If candidates report directly to the client during this period, they will be referred to Excellentum. During this period, the client is not allowed to give similar or comparable assignments to third parties.

Article 10 Payment

  1. Payment must be made within 14 days of the invoice date, in a manner indicated by Excellentum and in the currency in which the invoice was submitted. Objections to the amount of the invoices do not suspend the payment obligation.
  2. On expiry of the 14-day payment period, the Client shall be in default by operation of law. The client shall then owe interest of 1% per month, unless the statutory commercial interest rate is higher at that time, in which case the statutory commercial interest rate shall apply. The interest due will be calculated from the moment the client is in default until the moment of payment of the full amount.
  3. In case of liquidation, bankruptcy, attachment or suspension of payment of the principal, Excellentum's claims against the principal shall be immediately due and payable.


Article 11 Examination, complaints

  1. Complaints about the work performed or the price charged must be reported in writing by the client to Excellentum as soon as possible, but no later than 8 days after discovery and in any case no later than 14 days after completion of the work in question, failing which any claim shall lapse.
  2. The notice of default should contain as detailed a description of the shortcoming as possible, so that Excellentum is able to respond adequately.
  3. If the subsequent performance of the agreed work is no longer possible or useful, Excellentum shall only be liable within the limits of article 14.


Article 12 Termination

  1. Either party may terminate the agreement in writing at any time.
  2. If the agreement is terminated prematurely by the client, Excellentum shall be entitled to compensation. In addition, the client is then obliged to pay the invoices for work done up till then (see also article 8).
  3. If the agreement is cancelled prematurely by Excellentum, Excellentum shall, in consultation with the client, take care of transferring any work still to be done to third parties, unless facts and circumstances underlying the cancellation are imputable to the client.
  4. If the transfer of the work entails additional costs for Excellentum, these shall be reasonably charged to the client.

Article 13 Suspension and dissolution

  1. Excellentum is authorised to suspend the fulfilment of its obligations or dissolve the agreement if:
    - client does not fulfil or does not fully fulfil its obligations under the agreement.
    - after concluding the agreement, Excellentum has become aware of circumstances that give good reason to fear that the client will not fulfil its obligations. In case good grounds exist to fear that the client will only partially or improperly fulfil its obligations, suspension shall only be allowed to the extent justified by the shortcoming.
  2. Furthermore, Excellentum shall be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer be required by standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be reasonably expected.
  3. If the agreement is dissolved, Excellentum's claims against the client are immediately due and payable. If Excellentum suspends fulfilment of its obligations, it shall retain its claims under the law and the agreement.
  4. Excellentum always retains the right to claim damages.

 

Article 14 Liability

  1. Excellentum shall only be liable for direct damage of the client resulting directly from the failure to execute the order, or the failure to execute it on time or properly.
  2. If and insofar as there would be any unlawful action on the part of Excellentum, it shall only be liable in case of demonstrable intent or conscious recklessness (gross negligence).
  3. Excellentum shall never be liable for consequential damage, such as loss of profit.
  4. Excellentum shall under no circumstances be liable for damage incurred by the client as a result of the execution of the order at the client's explicit requests or instructions, unless Excellentum has failed to inform the client of its defects known in advance.
  5. Excellentum's liability is limited to an amount that, according to standards of reasonableness and fairness, is in proportion to the agreed price, with a maximum of the fee agreed or reasonably to be expected for full execution of the agreement. Contrary to the provisions in the previous sentence, in case of an agreement with a duration of more than three (3) months, the liability shall be further limited to the part of the fee payable over the last three (3) months.
  6. If and insofar as an order concerns the provision of advice, Excellentum has an obligation of means based on the agreement. Guarantees of results shall not be considered to have been given when providing advice. Excellentum cannot be held liable if no result is achieved, which explicitly includes the situation in which (afterwards) it turns out that the candidate introduced by Excellentum and hired by the client does not function.


Article 15 Indemnifications

  1. The client indemnifies Excellentum against all third-party claims arising from or resulting from Excellentum's execution of an order, which expressly but not exclusively includes.
  2. If the client provides Excellentum with information carriers, electronic files or software, etc., the client guarantees that the information carriers, electronic files and/or software are free of viruses and defects.

 


Article 16 Guarantee 

1 The guarantee period is 3 months from the date of commencement of employment for a temporary contract and 6 months for an open-ended contract. Excellentum shall supply a maximum of 2 new candidates free of charge in case of a claim under the guarantee clause - only applicable in case of premature termination by the client. Paid placement fees will never be refunded.

2 Excellentum is not obliged to do so if the work is terminated through no fault of the Candidate. This is at least - but not exclusively - the case of pregnancy, illness or business economic circumstances.

3 Client cannot claim this guarantee if it has not paid the invoices sent to it by Excellentum within the set payment terms.

Article 17 Confidentiality

  1. Both parties are obliged to keep confidential all confidential information that they have obtained from each other or from other sources in the context of their agreement, unless Excellentum is obliged to disclose confidential information to one (or more) third party(ies) on the basis of a legal provision or a court ruling. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.

 

Article 18 Intellectual property and copyright

  1. Without prejudice to the other provisions of these general terms and conditions, Excellentum reserves the rights and powers to which Excellentum is entitled under the Copyright Act 1912.
  2. All documents provided by Excellentum, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are exclusively intended to be used by the client and may not be reproduced, made public or brought to the notice of third parties by the client without Excellentum's prior consent, unless the nature of the documents provided dictates otherwise.
  3. Excellentum reserves the right to use the knowledge gained from the execution of the work for other purposes, as long as no confidential information is disclosed to third parties.

 

Article 19 Disputes

  1. All disputes resulting from or relating to the execution of an order shall be submitted to the competent court in the district where Excellentum is located. Nevertheless, Excellentum has the right to submit the dispute to the judge competent according to the law.
  2. The parties will only resort to court after making every effort to settle a dispute by mutual agreement.


Article 20 Applicable law

  1. Dutch law applies to every agreement between Excellentum and the client. Disputes shall be submitted to the Court of Breda.


Article 21 Amendment, interpretation and location of the terms and conditions

  1. In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail.
  2. An order is always subject to the latest filed version of Excellentum's general terms and conditions.