Terms of Delivery
1. Agreement; order forms for Services.
This agreement, inclusive of possible exhibits (jointly hereinafter the "Agreement"), is in force between the enterprise (employer) (the "Client") as clarified in the attached tailor made proposal or the online order (the “Sales Order”) and Hotelprofessionals.nl. The Services (the "Services") which are provided are stated in the attached Sales Order and are subject to this Agreement. The sites to which a reference is made in the Agreement (the "Sites”) are defined as all websites that fall under the management of Hotelprofessionals.nl or affiliated enterprises, whether this is in whole or in part or differently.
2. Term and termination.
The term of this Agreement (the "Term") starts on the Starting Date of the Agreement as stated in the Sales Order (the "Starting Date"), and runs, unless determined differently in the Sales Order, till the earlier of either (i) one year after the Starting Date or (ii) after the end of the last period that the product(s) is/are purchased by the Client, and unless stated differently below can not be terminated in between by the Client or by Hotelprofessionals.nl. The provision of Services, started before the end of the Term, shall for the rest of the applicable period continue to take place under the terms and conditions of this Agreement. Hotelprofessionals.nl can terminate this Agreement with immediate effect after notification in writing if: (a) Client starts any procedure under insolvency legislation or grants permission thereto, enters into a debt agreement with his creditors or applies for a supervisor, manager or similar functionary or agrees therewith for his entire or a considerable part of his assets or wealth; if any supervisor, manager or similar functionary is being appointed and if any procedure under insolvency legislation is started against the Client for his entire, or a considerable part of his real estate, or (b) Hotelprofessionals.nl terminates any other agreement with the Client after a violation by Client of that agreement.
At the end of the Term/first year the Client shall commit automatically to the purchase of a new job vacancy package for the subsequent year. The agreement will be extended automatically with a period of 1 year. The Client shall do so against payment of the rate applicable at that moment. If the Client does not want this, then there is a notification period of 2 months.
Upon each of these events Hotelprofessionals.nl has the right to all collect all amounts due hereunder expeditiously, as well as all incurred legal and other expenses. Each party can terminate this Agreement with immediate effect if the other party commits a material violation of this Agreement and does not amend this violation within 10 days after receipt of the notification in writing. The terms and conditions of the Articles 2, 3, 4, 8, 9 and 10 remain in force after expiration or termination of this Agreement.
3. Payment.
Unless stated differently in the Sales Order (of the vacancy package) or on the invoice, invoices are payable upon demand 30 days after the date of the invoice. Hotelprofessionals.nl can bring interest into account against the applicable rates by law over amounts that are not paid on the due date. If Client is obliged to pay an amount according to this Agreement in advance, the amount paid in advance shall be allocated to the commensurate amounts that are due at the end of the Agreement. For the remaining amounts that are due on the basis of the Agreement, Client will be invoiced on a monthly basis from the start of the term till the amount has been invoiced. Hotelprofessionals.nl may at its own discretion invoice Client by means of an electronic invoice that is sent by e-mail to Client. Amounts for Services are exclusive of VAT. Client is responsible for the payment of all other present or future sales, use, duty or other similar taxes that are applicable to the Services.
If any invoice remains unpaid after the payment terms as set forth in this article, the Sales Order or the invoice, Hotelprofessionals.nl can expeditiously collect any amount that hasn’t yet been invoiced under this Agreement. In case that Client pays too much on an invoice, then the Client has to request within six months after the excess payment request a refund, and a credit note for such an excess payment shall only be valid six months after issue.
Paid fees for Services are not refunded, unless after termination because of material violation by Hotelprofessionals.nl, in which case Hotelprofessionals.nl restitutes the prepaid amounts to the Client for Services not provided on the date of this termination. Hotelprofessionals.nl can assign to a third party the right to collect and receive the payment. Hotelprofessionals.nl can from time to time verify the creditworthiness of Client. Hotelprofessionals.nl reserves the right to refuse the extension of any credit to the Client and request payment in advance before any Services are provided to the Client.
Hotelprofessionals.nl can set-off the amount that is received by Hotelprofessionals.nl from Client with any amount that is due on the basis of this Agreement or any other agreement with Client. Client agrees to pay each invoice in full, without deduction of costs. Only with prior permission of Hotelprofessionals.nl Services, purchased on the basis of the Agreement, may be used by group companies of Client. Client remains liable for the payment for all Services that are purchased on the basis of this Agreement if a group company makes use of Services in the framework of this Agreement.
If Client is an agency for the benefit of a principal, then Client is liable for the payment of all due amounts below, irrespective of whether he receives the payment of his principal. If Client is a new Client that pays via direct debit, an authorisation must be completed that will be sent separately to Client (with bank account number Client, sorting code, name bank and name account holder). If the Client in the past 12 months has paid Hotelprofessionals.nl via direct debit, then Hotelprofessionals.nl will continue to use the same recorded bank data, until Client states differently. Client must be the account holder for the direct debit. Client warrants that he is the owner of the account that is being used for the direct debit and that the signatories of the instruction to direct debit are also authorised thereto. Client authorises his bank to provide Hotelprofessionals.nl and his subcontractors and agents with details about his bank account, to the extent which that is necessary is in connection with this Agreement, and notify Hotelprofessionals.nl if on any moment the permission to direct debit is terminated. If a direct debit is not successful, then Client must with immediate effect take the necessary measures to pay the costs in a different manner, increased by possible costs that have been made by Hotelprofessionals.nl around the failed direct debit.
4. Confidentiality, data protection and extra Services.
(a) Each party shall keep the specific terms and conditions of this Agreement confidential and shall not disclose them to a third party (other than his professional advisers and/or affiliated enterprises and a confidential basis) without prior permission in writing of the counterparty, unless required on the basis of the law.
(b) Hotelprofessionals.nl commits to comply with all applicable legislation concerning data protection that currently is in force, and collects and processes personal data in accordance with the privacy policy that can be found under the page in the article general terms and conditions. To safeguard the integrity of its Sites, Hotelprofessionals.nl reserves the right for any supervisory or enforcing entity to send them contact data when asked for. Hotelprofessionals.nl can also forward contact data when a complaint arises with regard to the use by the Client of the Site and when that use is deemed to be in violation of this Agreement.
(c) The Client agrees that Hotelprofessionals.nl can send the Client e-mails with information about improvements of the Services, important new functions and other advertising expressions (including surveys) until Client terminates this permission in writing.
5. Property.
Unless stipulated differently in the General Product Conditions, like between Hotelprofessionals.nl and Client, there are and always will be all job vacancies, advertisements and/or videos that are delivered by Client for posting on any Site and all intellectual and other property rights remain at all times property of Client. Client grants to Hotelprofessionals.nl and its affiliated companies an irrevocable, royalty free, everlasting, fully paid-up, non-exclusive and worldwide licence for the use, copying, reproduction, publishing, execution, representing and distribution of these job vacancies, advertisements and/or videos provided by Client (in whole or in part). Client grants to Hotelprofessionals.nl also a non-exclusive, royalty free, non-transferable limited licence to represent, copy and publish brands, logos and other intellectual property of Client, which have been made available to Hotelprofessionals.nl only to comply with his obligations on the basis of this Agreement. Hotelprofessionals.nl reserves all rights, titles and interests, including all intellectual property rights to and in: (i) all brand related technology and software included in or processed in or forming part of the Sites and (ii) the content (with the exception of the content of the Client as described above) on or a part of the Sites and all elements that form part of or are included in (or form a collection or composition) of any of the previous.
6. Terms and conditions for use.
(a) If Client is a personnel or recruitment agency, then job vacancies or advertisements may only be placed under the own logo or brands of Client. If Client is an advertising agency, then material or advertising may only be posted under the logo or brands of the principal or the end user of Client, as stated in the Sales Order. In any other case Client shall use all Services that are delivered hereunder, solely for his own internal business purposed and not sell onwards or assign any Service whatsoever to third parties, and he may not post job vacancies or advertisements under any logo's and/or brands other than for himself.
(b) Client acknowledges that he must comply with the Terms of Use of each Site that Client visits. The Terms of Use of each Site are available from the home page of the concerned Site by means of the link "Terms of Use”. To the extent that there is an inconsistency between the Terms of Use of a Site that has been visited as described in this paragraph, and the terms and conditions of the present Agreement, the terms and conditions of this Agreement shall prevail;
(c) Hotelprofessionals.nl reserves the right to suspend the Services offered by Hotelprofessionals.nl to the Client and/or all passwords and other access codes if Hotelprofessionals.nl has reasonable grounds to assume that the Client acts in violation of any stipulation of this Agreement or any agreement with Client or any Terms of Use.
7. Limited warranty.
Hotelprofessionals.nl warrants that it shall execute Services in a professional manner in accordance with the applicable standards in the industry. With the exception of the previous, Hotelprofessionals.nl does not give any warranty, explicitly or implicitly, including the warranties of sellability. Suitability for a certain purpose or the absence of any violation of applicable legislation or intellectual property rights of third parties with regard to the Services or the Sites, or the functionality, compatibility with specific software-browsers, performances or the result of use of the Services or the Sites.
8. Safeguard.
Each party (each, in that capacity, the "Safeguarding Party") safeguards the counterparty, his affiliated companies and their respective functionaries, directors, employees and agents (each, in that capacity, a "Safeguarded Party" and jointly the "Safeguarded Parties”), against possible claims by third parties, actions or demands, including but not limited to, reasonable legal and accounting costs, that arise or derive from:
(a) a violation or alleged violation on a patent, copyright, trade secret or other property right of a third party, deriving from or in connection with (i) in case of Hotelprofessionals.nl, the provision of the Services and (ii) in case of Client, the posting of any material on the Site by or on behalf of Client,
(b) in case of Hotelprofessionals.nl, gross negligence or wilful misbehaviour deriving from or in connection with the provision of the Services, and
(c) in case of Client, gross negligence or wilful misbehaviour or slander deriving from or related to the use of the Services. The obligations of the Safeguarding party hereunder are only applicable if the Safeguarded party notifies the Safeguarding party directly of such a claim, action or demand.
9. Limitation of liability.
Nothing in these terms and conditions shall limit the liability of both parties to the extent that that is forbidden by law. Except for the obligations of a Safeguarding Party on the basis of article 8, and without limiting in any manner whatsoever the payment obligations of Client on the basis of this Agreement, (a) neither party shall be liable towards any other party (nor towards any person that claims rights that are derived from the rights of the other party) concerning indirect damages, consequential damages, special or moral damage, of whichever nature, including missed income or profit, loss of business or loss of data, that derive from or stand in connection with this Agreement or the Services that have been provided in the framework hereof, irrespective of whether the liable party, or allegedly liable party was notified of, or had another reason to know, or in fact knew of the possibility thereof and (b) the maximum liability of each party that derives from or is in connection with this Agreement, each product, the Services that in the framework hereof are delivered or the Site shall not exceed the paid or to be paid amount by Client to Hotelprofessionals.nl during the tenor hereof.
10. Miscellaneous.
With regard to the use or the provision of the Services each party agrees to comply with all applicable legislation, inclusive of but not limited to that with regard to labour, employment and data protection.
Client also agrees that data concerning age, gender, religious conviction, health, sexual orientation ethnicity or any other similar information that is provided by an applicant, will not be used in any decision in connection with employment. Each party to his Agreement acts as an independent contractor and nothing in this document may be interpreted as a partnership, joint venture or any sort of agency agreement between Hotelprofessionals.nl and Client or one of the employees of the Client or his agents.
This Agreement, that can be concluded in counterparts, contains the full understanding of parties with regard to the transactions and affairs that are contained thereon and replaces all earlier declarations, understandings and agreements (verbally or in writing), as well as all sales orders or other terms and conditions or purchase conditions that do not originate from Hotelprofessionals.nl that in the course of time have been or will be presented by Client, and cannot be changed or set aside, except in writing and with the approval of both parties. Unless permitted otherwise in article 3, neither of the parties can assign this Agreement in whole or in part by means of merger, sales or transfer of assets or shares or otherwise, without prior permission in writing of the non-transferring party, except in case of Hotelprofessionals.nl, (i) in connection with a merger, consolidation, reorganisation or sale of all or practically all of his assets, or (ii) to a party that has control of or falls under the control of Hotelprofessionals.nl or jointly with Hotelprofessionals.nl falls under the same control (each a "Permitted Transfer").
Neither party has based himself on any guarantee of any other party that is not explicitly stated in this Agreement. An omission or delay at the side of any party during the exercise of any right or legal instrument in which this Agreement provides, shall not be regarded as a waiver, nor shall any separate or partial exercise of the omission to exercise such a right or legal instrument impede any other or further exercise thereof, or of the exercise of any other right or legal instrument on the basis of this Agreement.
If one of the stipulations of these terms and conditions is considered by a competent authority as invalid, illegal or non-enforceable to whichever degree, then this stipulation shall to that degree be separated from the remaining stipulations, which shall remain in force in the broadest sense of the word as permitted by the law. This Agreement and possible disputes between Client and Hotelprofessionals.nl with regard to this agreement, are governed by, and interpreted in accordance with the laws of the Netherlands and the parties subject themselves to the exclusive competence of the District Court in Amsterdam, the Netherlands. The performances of each party in the framework of this Agreement are subject to Force Majeure. All notifications on the basis thereof will be made by registered mail with receipt or overnight couriers, to the respective addresses that are stated in the Sales Order, and are deemed to have been made upon the actual delivery thereof. None of the terms and conditions in this Agreement can be enforced by any person that is not a party herein.
PRODUCT CONDITIONS 1. HOTELPROFESSIONALS.NL JOB VACANCY POSTING(S)
A job vacancy is an advertisement for an available job that is posted on the Site. Job vacancies can be posted with the aid of a posting tool of Hotelprofessionals.nl, this can be found in the employers’ panel - post a new job vacancy.
The employer (Client) that posts job vacancies on the Site must state the duration, that is specifically stated in the (“Term”) and a designated fixed location (company name and place). Job vacancies must be posted during the Term, after which they all become void. Each job vacancy may contain only one (1) job description on one location and one category.
Each job vacancy that is posted during the Term shall be active during the maximum duration as clarified in the vacancy package, even when the planned duration of this job vacancy lies after the expiration of the Term.
Any (1) reactivation of an expired job vacancy, (2) interruption or renewal of any job vacancy, (3) change on the Site (unless the purchased vacancy product makes posting on several sites possible) or (4) change in the reference code of a job vacancy where that job vacancy has been posted via a vacancy overview – modify job vacancy. Client acknowledges that job vacancies on the Sites also appear in the search results of other websites.
A job vacancy can be refreshed automatically each day if this has been stated as such in the vacancy package. This does not apply after the expiry of the package.
Client agrees that all job vacancies that are represented on the Site, regard specific existing job vacancies and are not standard or general job descriptions.
Except for as clarified in the Terms of Use, Client agrees not to post job vacancies on the Site that: (i) do not comply with the applicable laws and regulations; (ii) contain links to a Site that competes with Hotelprofessionals.nl; (iii) contain "hidden" irrelevant or misleading catch phrases; (iv) contain any pyramid game, "club membership", distributorship or agency agreement for (a) representative(s) or other business position that require an advance or periodic payment, only pay commission fees (except when the job vacancy states that solely commission fees will be paid and clearly describes the product or the Service to be sold), or require the acquisition of other members, sub distributors or sub agents; (v) contain any logo or other brands except for that of the Client, except for when permitted in article 6 of the General Terms and Conditions; (vi) contain a hyperlink to the own job vacancy website of Client, or (vii) contain a hyperlink to a website that contains material that is slanderous, insulting or obscene or of a threatening nature, or that in the opinion of Hotelprofessionals.nl causes annoyance or discomfort or fear with any person, including without limitation, racist, sexist, intimidating, threatening, discriminating, vulgar or insulting material, opinions or messages.
Hotelprofessionals.nl reserves the right to remove at its own discretion any non-conforming job vacancy or job vacancies on the Site at any desired moment that Client has not explicitly purchased.
2. VACANCY LOGO (JOB LOGO)
Via Company profile (Company logo) Client can insert his logo in the job vacancy to add to the style and the tone thereof.