2. Applicability

2.1 These general terms and conditions apply to all Agreements. Any terms and conditions of the Client or the Supplier, such as general terms and conditions or purchasing conditions, do not apply and are expressly rejected. Deviations from these general terms and conditions shall only be valid if confirmed in writing by Collabridge.

2.2 Collabridge is entitled to amend these general terms and conditions. Amended general terms and conditions will be published on the Website and shall enter into force fourteen (14) days after publication, unless indicated otherwise.

2.3 By (continuing to make) use of the Website or the Platform, including after an amendment to these general terms and conditions or upon a single visit to the Platform, the user accepts these general terms and conditions and agrees to any amendments thereto.

3. Services of Collabridge

3.1 Collabridge provides a Platform as well as recruitment, selection, and placement services to place Candidates supplied by Suppliers with Clients.

3.2 Collabridge is not responsible for the ultimate selection decisions made by Clients, the suitability of Candidates, or the accuracy of data supplied by Suppliers.

4. Non-Circumvention, Exclusivity, and Prior Knowledge of Candidates

4.1 A Client is prohibited, for up to 12 months following the introduction of a Candidate via Collabridge, regardless of whether that introduction took place digitally, in writing, or orally, from directly or indirectly (including through affiliated companies, group companies, or third parties) entering into an employment, service, or other business relationship with that Candidate bypassing Collabridge. In the event of a breach, the full fee agreed upon in the Agreement remains due, and the Client shall forfeit an immediately payable penalty of €25,000 per violation, without prejudice to Collabridge's right to claim full compensation for damages.

4.2 A 'Candidate already known to the Client' shall be understood exclusively as a Candidate with whom the Client, at the exact moment of introduction by Collabridge, is already actively conducting an ongoing application process for the specific vacancy to which the introduction relates. An active and ongoing application process shall in any event NOT be deemed to exist if:

(a) The Candidate was rejected by the Client for a position in the past (regardless of the timeframe);

(b) The Candidate's details are merely present in the Client's database or ATS system, without demonstrable and substantive contact having taken place between the Client and the Candidate regarding the specific vacancy in the three months prior to the introduction;

(c) The Candidate was placed 'on hold' by the Client at an earlier stage and the process was not demonstrably resumed within four weeks of that decision.

 

4.3 If the Client is of the opinion that a Candidate introduced by Collabridge is already known to them pursuant to the provisions of Article 4.2, the Client must notify Collabridge in writing within five working days of the introduction, stating the reasons and submitting conclusive written proof. In the absence of a timely and reasoned notification, or upon submission of insufficient proof, the introduction by Collabridge shall definitively be regarded as a new, valid introduction, and the Client shall be liable for the full placement fee upon an eventual placement.

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4.4 A Supplier is prohibited from:

(a) during the term of the Agreement between the Supplier and Collabridge, as well as up to 12 months after its termination, directly or indirectly approaching Clients of Collabridge that were introduced via Collabridge or contacted via the Platform, to offer recruitment, selection, and placement services;

(b) directly or through third parties approaching a Candidate provided by the Supplier for a Client vacancy listed on the Platform, for the placement of that Candidate with that Client bypassing Collabridge;

(c) proactively approaching, recruiting, or mobilizing a Candidate who was successfully placed with a Client through the placement services of Collabridge, for another position, or facilitating their transition to another employer or client, during a period of 12 months after the actual start date of the employment or assignment with that Client. The provisions of this sub (c) shall not apply if the Candidate demonstrably applied on their own initiative and without prior proactive approach by the Supplier to a public job posting of the Supplier. The burden of proof for this rests entirely with the Supplier. In the event of a breach of the provisions in this Article 4.4, the Supplier shall forfeit to Collabridge an immediately payable penalty, not subject to judicial mitigation, equal to the full gross placement fee (100%, including Collabridge's margin) that Collabridge charges or would have charged the Client for the placement in question in accordance with its general terms and conditions/rates, with a minimum of €10,000 per violation and without prejudice to Collabridge's right to claim full compensation for damages instead. Collabridge's records shall be decisive in determining the amount of this fee.

5. Registration and Account Usage

5.1 Clients and Suppliers must register correctly and fully on the Platform.

5.2 Account details are personal and may not be used by third parties.

5.3 Misuse of accounts or the Platform may lead to blocking or immediate termination of the provision of services, without entitlement to a refund of amounts already paid.

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6. Processing of Personal Data and GDPR Roles

6.1 Collabridge processes personal data in accordance with the GDPR and ePrivacy legislation, as described in the Privacy Statement and Cookie Statement, but cannot be held liable for damage resulting from unforeseeable security incidents.

6.2 The Client acts as an independent data controller for the data of Candidates provided via Collabridge. The Client may use this data exclusively for the purpose of the Agreement and may not resell, combine it with other databases, or reuse it outside the agreed purposes. 6.3 The Supplier guarantees that Candidates have given explicit consent for the processing and transfer of their data to Collabridge and Clients. The Supplier indemnifies Collabridge against third-party claims (including Candidates and supervisory authorities) arising from inaccuracies, missing consent, or breach of privacy legislation.

6.4 Collabridge, the Client, and the Supplier shall each implement appropriate technical and organizational security measures to protect personal data in accordance with the state of the art.

6.5 If required, Collabridge may enter into an additional data processing agreement or joint controller arrangement (Art. 26 GDPR) with a Client or Supplier.

6.6 In the event of a data breach, the parties shall inform each other without delay. If the data breach was caused by the negligence of the Client or Supplier, the resulting costs and damages shall be borne entirely by the Client or Supplier.

 

7. Obligations of the Client

7.1 The Client undertakes to: (a) provide correct, complete, and up-to-date information regarding vacancies, employment conditions, and requirements; (b) respect the privacy of Candidates and act in accordance with the GDPR; (c) pay agreed fees in a timely manner.

 

8. Obligations of the Supplier

8.1 The Supplier undertakes to: (a) supply correct and complete Candidate data; (b) report changes in Candidate availability or data to Collabridge immediately.

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9. Platform Ownership and Platform Data

9.1 All rights to content, software, databases, visual identity, and functionality of the Platform belong exclusively to Collabridge.

9.2 Clients and Suppliers are not permitted to store, copy, modify, or use candidate lists, data, or other information from the Platform outside the Agreement, unless Collabridge gives prior written permission.

 

10. Liability and Warranties

10.1 Collabridge guarantees a diligent execution of its services, but does not guarantee that a Candidate is or remains suitable for a position. Collabridge endeavors to keep the Platform available, but does not guarantee uninterrupted or error-free operation. Collabridge is not liable for disruptions, delays, or data loss caused by maintenance, force majeure, or external factors.

10.2 Collabridge is not liable for damage arising from acts, omissions, or errors of Candidates, Clients, or Suppliers who have been brought into contact with each other via the Platform. Collabridge is not liable for indirect damage, including consequential loss, loss of profit, reputational damage, or loss of data, unless there is intent or gross negligence.

10.3 Collabridge's total liability is limited to the amount paid out by its professional liability insurance, plus the deductible (excess). If no insurance or coverage applies, liability is limited to the invoice amount, with a maximum of €10,000 per claim event.

 

11. Payment and Invoicing

11.1 All fees agreed upon in an Agreement are exclusive of VAT, unless stated otherwise. Payment of agreed fees must be made within 14 days of the invoice date, unless agreed otherwise in writing.

11.2 In the event of late payment by the Client, the Client shall automatically be in default, and statutory interest shall be due in accordance with the Statutory Interest Calculation Decree (Besluit Vaststelling Wettelijke Rente), as well as extrajudicial collection costs in accordance with the Extrajudicial Collection Costs Act (Wet Incasso Kosten - WIK).

11.3 Collabridge is entitled to adjust its rates and payment terms, for example in the event of changed market conditions or changed Platform costs. Changes will be announced in writing in advance and shall take effect on the date specified therein.

11.4 Parties are not entitled to set-off (offsetting) or suspension of payment obligations. Amounts paid shall not be refunded upon premature termination or suspension of services.

11.5 The placement fee is calculated based on the gross annual salary including holiday allowance (and any fixed 13th month). In the case of part-time employment, the fee is calculated on the basis of the full-time gross annual salary (1 FTE).

 

12. Duration and Termination

12.1 Agreements remain in force until terminated in writing with due observance of a notice period of 30 days, unless agreed otherwise. 12.2 Collabridge is entitled to terminate the Agreement or access to the Platform immediately in the event of a breach of the Agreement or these general terms and conditions.

12.3 Upon termination of an Agreement, accrued payment obligations shall not lapse. After termination, provisions that by their nature are intended to continue shall remain in full force, including Articles 2, 3.2, 4, 6, 7.1(b), 9, 10, 11, 12, 15, and 16.

 

13. Force Majeure

13.1 Collabridge is not bound to fulfill any obligation if prevented from doing so due to a circumstance that cannot be attributed to it, including: network or telecommunications failures, government measures, staff illness, pandemics, natural disasters, war, strikes, or other events beyond its control.

13.2 In the event of force majeure, the performance of obligations shall be suspended for as long as the force majeure situation continues. If it lasts longer than 60 days, Collabridge is entitled to dissolve the Agreement without any liability for damages.

 

14. Complaints

14.1 Complaints must be reported in writing via info@collabridge.nl within 14 days of discovery. Collabridge will investigate the complaint within a reasonable timeframe and provide a reasoned response. Parties shall make every effort to settle disputes amicably before initiating court proceedings.

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15. Applicable Law and Disputes

15.1 These general terms and conditions and all Agreements are governed exclusively by Dutch law.

15.2 Disputes shall be submitted to the competent court in the district where Collabridge is established, unless mandatory law dictates otherwise.

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16. Miscellaneous Provisions

16.1 If one or more provisions of these general terms and conditions conflict with a provision in the Agreement, the provisions in the Agreement shall prevail.

16.2 If any provision of these general terms and conditions proves to be void or voidable, the remaining provisions shall remain in full force and effect.

16.3 Failure by Collabridge to immediately enforce any provision does not affect its right to do so at a later stage.

16.4 Agreements may be signed electronically or in writing. An electronic signature or digital confirmation via the Collabridge portal constitutes a valid signature. Actions and confirmations via the Collabridge portal serve as written statements within the meaning of Article 3:37 of the Dutch Civil Code (Burgerlijk Wetboek). Electronic communication, including email and Platform messages, shall be deemed legally valid and binding between the parties. Digital data from Collabridge constitutes full proof of content and time of transmission.