GENERAL TERMS AND CONDITIONS VOLTYS BV
Preface
These General Terms and Conditions (hereinafter: “Terms”) are applied by Voltys BV (hereinafter: “Voltys”) for all its services in the field of recruitment & selection, secondment, interim assignments, and coaching. The Terms apply to all offers, quotations, assignments, and agreements between Voltys and its clients (hereinafter: “Client”), to the exclusion of any purchasing or other terms and conditions of the Client. Deviations from these Terms are only valid if they have been expressly confirmed in writing by Voltys.
Article 1 – Definitions and Applicability
1.1 In these Terms and Conditions, the following is understood to mean:
Candidate: any natural person who is recruited, selected, or proposed by Voltys to the Client, either for employment with the Client (recruitment & selection), for temporary employment with the Client (secondment/interim), or in the context of coaching or other services.
• Assignment: the agreement between Voltys and the Client for the provision of services by Voltys, including (but not limited to) recruitment & selection of personnel, secondment or interim placement of personnel, or the provision of coaching programs.
1.2 These Terms and Conditions apply to every Assignment and all legal relationships arising therefrom between Voltys and the Client. If Voltys offers different types of services (as mentioned in 1.1), the provisions of these Terms and Conditions apply insofar as they are relevant to the service in question. Specific agreements regarding the services provided, fees, duration, and other conditions will be recorded in a written order confirmation or agreement between Voltys and the Client. Unless expressly stated otherwise, all amounts and rates in these terms and conditions are exclusive of VAT.
1.3 If any provision of these Terms and Conditions is declared null and void or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall then enter into consultation to agree on a replacement provision that approximates the intent of the original provision as closely as possible.
1.4 Voltys performs its services to the best of its ability and in accordance with applicable laws and regulations. In the execution of the Assignment, the Client and Voltys shall comply with all relevant statutory requirements and (privacy) regulations, including – but not limited to – equal treatment legislation (prohibition of discrimination) and applicable labor and privacy legislation.
Article 2 – Conclusion of the Assignment
2.1 Quotations, offers, and rate proposals from Voltys are non-binding, unless stated otherwise in writing. An Assignment is concluded by the Client's written acceptance of the quotation or order confirmation from Voltys, or at the moment Voltys – at the request of the Client – commences the execution of the assignment. Acceptance may be evidenced by the Client's signing of the order confirmation or by any other written confirmation (including email) of the agreed services and conditions.
2.2 Unless otherwise agreed in writing, Voltys works on a no cure, no pay basis for recruitment & selection assignments. This means that the Client owes Voltys a fee only if the assignment is successfully fulfilled. Successful fulfillment occurs as soon as a Candidate proposed by Voltys has accepted the employment contract or assignment offered by the Client in writing, or actually enters into employment with the Client or otherwise begins performing work for the Client.
2.3 If Voltys and the Client expressly agree on an exclusive recruitment & selection assignment for a specific period, this exclusivity and its duration shall be recorded in the assignment confirmation. During the exclusivity period, the Client shall not engage any other agencies or third parties for the relevant vacancy and shall not conduct any recruitment itself (including posting vacancies or approaching candidates). The Client shall immediately forward any responses or applications received directly by the Client for that position during the exclusivity period to Voltys.
2.4 Cancellation or modification: If the Client withdraws or cancels an issued Assignment prematurely, or makes substantial changes that delay, steer in a different direction, or effectively render the search for a suitable Candidate redundant, the Client shall be obliged to reimburse Voltys for the costs incurred and hours spent.
In the case of an exclusive recruitment & selection Assignment, the Client shall furthermore owe Voltys a cancellation fee of 50% of the agreed fee, without prejudice to Voltys' right to full reimbursement of the actual costs and efforts incurred. If no fixed fee has yet been agreed, this fee shall be based on a reasonable estimate of the fee, assuming the expected salary level of the position.
This cancellation fee is due immediately upon termination of the Assignment and serves also to compensate for the capacity reserved and deployed by Voltys.
Job profiles and other essential principles of an exclusive Assignment may not be unilaterally modified after the assignment has been issued; substantial changes may give rise to the recharging of a starter fee and require a new written confirmation of assignment.
Article 3 – Obligations of Voltys and the Client
3.1 Voltys’ Obligation of Best Efforts: Voltys shall perform the Assignment to the best of its knowledge and ability. For recruitment & selection and interim assignments, this means that Voltys will endeavor to headhunt, actively approach, recruit, select, and present suitable Candidates to the Client. For coaching, this means that Voltys will endeavor to guide the participant(s) as well as possible. Unless otherwise agreed in writing, there is an obligation of best efforts on the part of Voltys and not an obligation of result; Voltys cannot guarantee that the services will lead to the result intended by the Client (e.g., filling a vacancy or a specific effect of coaching).
3.2 Provision of Information: The Client shall timely provide all information and support necessary for Voltys to perform the Assignment, including complete and accurate information regarding the position, the desired qualifications, terms of employment, and other relevant circumstances within the organization. The Client guarantees the accuracy and completeness of the information provided to Voltys.
3.3 Non-discrimination: In the context of the Assignment, the Client shall not impose requirements or criteria that conflict with laws and regulations regarding equal treatment and discrimination. Voltys may refuse to execute a request or assignment if, in its opinion, this would lead to prohibited distinction (for example, on the grounds of race, gender, age, etc.) or is otherwise unlawful.
3.4 Confidentiality of candidate data: Without prior written consent from Voltys, the Client is not permitted to disclose data of Candidates proposed by Voltys to third parties, or to be approached or proposed to Candidates directly or via third parties outside of Voltys. All candidate profiles, CVs, and other information provided by Voltys are confidential and intended solely for internal use by the Client for the relevant vacancy or assignment. If no agreement is reached between the Client and the proposed Candidate, the Client shall, upon Voltys' first request, destroy or return all received data concerning the Candidate, subject to any statutory retention obligations.
3.5 Protection of personal data: Both Voltys and the Client shall comply with the obligations under privacy legislation (including the General Data Protection Regulation, “GDPR”). Personal data of Candidates will be processed by the Client exclusively for the purpose of assessing suitability and potentially entering into an employment or assignment agreement. The Client shall take appropriate technical and organizational measures to protect this personal data and shall not retain it longer than necessary. For further information regarding the processing of personal data, Voltys refers to its Privacy Statement on the website. The Client indemnifies Voltys against claims by Candidates or other data subjects against Voltys as a result of unlawful processing of personal data by the Client.
3.6 Collaboration with third parties: If third parties are engaged by Voltys for the execution of the Assignment (for example, freelance recruiters, trainers, or coaches), Voltys shall ensure that these third parties adhere to the same obligations and quality standards as set out in these Terms and Conditions. Voltys remains responsible to the Client for the execution of the Assignment by engaged third parties, except insofar as otherwise agreed in the order confirmation.
Article 4 – Recruitment & Selection (Permanent Placement)
4.1 Description of service: Recruitment & selection entails that Voltys, commissioned by the Client, searches for suitable Candidates for a position requested by the Client, with the aim of such a Candidate entering direct employment with the Client (or an affiliated entity) or performing duties for the Client in a similar manner. A recruitment & selection Assignment ends successfully when a Candidate proposed by Voltys accepts the Client's offer and thereby enters into an employment contract or collaboration with the Client.
4.2 Fee and Rate: Upon successful completion of a Recruitment & Selection Assignment, the Client owes Voltys a fee. Unless otherwise agreed, this fee amounts to an agreed percentage of the gross annual salary of the placed Candidate. Gross annual salary is defined as: the gross base salary agreed between the Client and the Candidate on a full-time annual basis, increased by 100% of any agreed variable annual compensation (such as bonus or commission upon full achievement of objectives), holiday allowance (8% if applicable), any 13th month, and any one-off payments upon commencement of employment (such as a signing bonus or entry fee). For commercial positions, Voltys may standardly apply an additional placement fee of two gross monthly salaries on top of the regular calculation method. If the Client enters into an employment relationship with the Candidate for less than one year or less than full-time, the fee shall be calculated on the gross salary converted to a full-time annual basis.
4.3 Invoicing and payment: Unless otherwise agreed in writing, Voltys will invoice the recruitment & selection fee at the moment the employment contract between the Client and the Candidate is signed or (if signing by the parties is omitted or delayed) on the first day of the Candidate's commencement of employment. The Client may not suspend payment of the fee by delaying the commencement of employment. Any agreed additional costs (for example, for assessments, advertising costs, or travel and accommodation expenses for Candidates) will be invoiced separately, after consultation with and agreement from the Client, provided that these costs have been agreed in writing between the parties.
4.4 No guarantee of employment: Voltys carries out the recruitment & selection process with due care, but the decision to hire a Candidate rests entirely with the Client.
Voltys offers no guarantee following the commencement of employment of the Candidate. This means that, if the employment contract between the Client and the placed Candidate ends for any reason whatsoever after commencement of employment, Voltys is not obliged to provide free re-placement, a refund of (part of) the fee, or any other compensation, unless expressly agreed otherwise in a guarantee clause. If desired, a specific guarantee arrangement may be included in the agreement; however, in the absence thereof, the Client accepts the risk of whether or not the employment contract with the Candidate continues. If a guarantee arrangement has been agreed, the Client must inform Voltys in writing within 1 week after the termination of employment (for example, in the event of non-renewal, termination during the probationary period, or dismissal). In that case, reorganization and/or bankruptcy and/or negligence on the part of the Client are expressly excluded from the scope of the guarantee arrangement.
4.5 Duty to Inform Regarding Known Candidates: The Client must report, prior to or at the latest upon the introduction of a Candidate by Voltys, whether the relevant Candidate is already known to the Client or has been proposed via another source. In the absence of such notification, Voltys may assume that the Candidate was not yet known to the Client. If the Client fails to report this and the Candidate enters employment with the Client (or a company affiliated with the Client) or otherwise starts working for the Client within 24 months following the introduction by Voltys, this shall be deemed a successful placement by Voltys, and the Client shall owe the full fee as if the recruitment & selection had taken place via Voltys.
4.6 Prohibition on employment outside Voltys: The Client is not permitted to employ a Candidate proposed by Voltys, directly or indirectly, outside of Voltys, or otherwise have work performed for it, without the written consent of Voltys. This also includes the case where the Client initially rejects the Candidate or does not enter into an agreement through Voltys, but nevertheless employs him/her through another channel (e.g., via a subsidiary or partner company, or by another contract form such as temporary staffing, self-employment, and other conceivable contract terms). In the event of a violation of this provision, the Client shall owe, in addition to the fee still due, an immediately payable penalty of 6 gross monthly salaries of the relevant Candidate (as agreed upon by the Client and the Candidate or – in the absence of a known salary amount – estimated by Voltys), including 8% holiday pay. This penalty accrues to Voltys without prejudice to Voltys' right to claim additional compensation if the actual damages are higher. If the penalty has been paid, this does not affect the obligation to pay the regular fee; in that case, the penalty serves in particular to cover additional costs and lost income of Voltys due to the missed regular Assignment.
4.7 Commencement of employment following introduction: If a Candidate proposed by Voltys subsequently enters into employment with the Client at any time after the introduction, this shall be considered a successful fulfillment of the Assignment by Voltys. In that case, the Client shall owe the fee in accordance with the agreement in force at that time, regardless of the time elapsed between the introduction and the conclusion of the employment contract.
Article 5 – Secondment and Interim Services
5.1 Description of service: Secondment and interim services entail that a Candidate (in the case of secondment usually an employee of Voltys or a company affiliated with Voltys, and in the case of interim, for example, a self-employed professional or freelancer) is made available to the Client for a specified period to perform work under the direction and supervision of the Client. In this case, the Candidate does not enter into the employment of the Client, but works temporarily at/for the Client on the basis of an agreement between Voltys and the Client.
5.2 Responsibility and Management: During the duration of the secondment or interim assignment, the Candidate works under the actual management, supervision, and instructions of the Client. The Client shall treat the seconded or deployed Candidate with the same care and corresponding working conditions as if they were its own personnel. The Client is responsible for compliance with all statutory obligations regarding the workplace and working conditions. The Client must ensure a safe and healthy working environment and must provide the Candidate with all necessary instructions, personal protective equipment, and induction procedures as required. Any company-specific regulations or measures (for example, regarding safety, house rules, compliance rules, etc.) shall be communicated to the Candidate in a timely manner.
5.3 Terms of employment and working hours: The Client guarantees that the remuneration and working hours of the seconded or interim Candidate comply with laws and regulations and customary standards in the Client's industry. If a Collective Labour Agreement (CAO) or hirer's remuneration applies, the Client shall inform Voltys in a timely manner of the applicable terms of employment, so that Voltys can apply these correctly towards the Candidate (insofar as the Candidate is employed by Voltys). The Client shall ensure that the Candidate can observe the working hours, breaks, and rest periods applicable to the position in accordance with the Working Hours Act and any applicable company regulations.
5.4 Exercise of supervision: The Client may not lend or transfer a Candidate made available via Voltys to a third party without the prior written consent of Voltys. The work shall take place exclusively within the Client’s organization and at the location(s) as agreed. Transfer to or deployment at third parties is not permitted, subject to a fine as stipulated in 4.6 (if applicable) or termination of the secondment agreement.
5.5 Rates and costs: For secondment and interim services, Voltys applies an hourly, daily, or monthly rate, as set out in the order confirmation. Travel and any accommodation costs and other expenses. Voltys will invoice the Client weekly or monthly (as agreed) based on the hours worked by the Candidate, as evidenced by time records (timesheets) approved by the Client or by electronic time registration. In the event of a discrepancy between the hours recorded by the Candidate and the Client's statement, the rate set by the
The Candidate's (and Voltys') timesheet will serve as the basis, unless the Client objects in writing to the billed hours in a timely manner (no later than within 5 working days). If the Candidate has been able to work fewer hours due to the actions of the Client (for example, due to insufficient work or cancellation of scheduled hours), Voltys has the right to nevertheless charge the agreed minimum hours or days as stipulated in the assignment. Overtime, work on weekends or public holidays, and other surcharge hours will be charged in accordance with the terms and rates agreed upon in the assignment.
5.6 Duration and termination of secondment: A secondment/interim assignment is entered into for the fixed or indefinite duration stated in the assignment confirmation. Premature termination of a fixed-term assignment by the Client is only possible if this has been agreed in writing and with observance of the agreed (notice) period. In the case of an agreement for an indefinite period, the Client may terminate the assignment with observance of a notice period of 4 weeks, unless a different period has been agreed, and preferably at the end of a calendar month. Termination must be in writing. In the event of premature termination without valid reason or without observance of the contractual notice period, Voltys has the right to charge the Client for the lost revenue over the notice period.
5.7 Takeover of seconded employees/Candidates: If, during the term of the secondment or interim assignment, or within 12 months after the end thereof, the Client directly employs the relevant Candidate or otherwise binds them (outside of Voltys) to perform work, this shall be deemed a takeover of the Candidate. The Client shall notify Voltys of this without delay. The parties shall consult regarding the conditions under which this takeover takes place. Unless otherwise agreed in writing, the Client shall owe Voltys a fee in such a case. This fee is intended to compensate Voltys' investment in recruitment and training and amounts to – unless otherwise agreed – 25% of the gross annual salary (as defined in 4.2) that the Candidate will earn at the Client. Any fees already paid for the secondment of this Candidate in the three months prior to the takeover may be deducted from this amount. The remuneration is immediately due and payable upon the commencement of employment of the Candidate with the Client. In the event of non-payment, Voltys is entitled to claim the penalty referred to in 4.6 (6 gross monthly salaries) instead of this remuneration, without prejudice to other rights.
Article 6 – Coaching Services
6.1 Description of service: Voltys' coaching services may consist of individual coaching, team coaching, career guidance, or other forms of training and development, whether or not in the context of outplacement or reintegration. In a coaching trajectory, Voltys advises and guides (whether or not via a third-party coach) the participant(s) designated by the Client in the agreed area (e.g., career goals, performance, personal development).
6.2 Responsibilities: Coaching is a joint process in which the participant is required to take active part. Voltys and its coaches provide advice,
support and resources are provided, but the participant and the Client remain personally responsible for decisions and results. No guarantee is given regarding a specific final outcome; success depends in part on the commitment and capabilities of the participant and the opportunities within or outside the Client's organization.
6.3 Confidentiality in coaching: Voltys will treat all information shared during the coaching process regarding the participant or the Client's organization confidentially. Personal data and conversations with the coached employee will not be shared with the Client without permission, unless otherwise agreed or necessity arises from laws or regulations (for example, in the event of a danger to the participant or third parties). The Client respects that the effectiveness of coaching relies in part on a relationship of trust between coach and coachee.
6.4 Rates and Cancellation: The costs of coaching programs (e.g., a fixed package or hourly rate per session) are agreed upon in advance and recorded in the order confirmation. If a scheduled coaching session is cancelled by the Client or the participant less than 24 hours in advance, Voltys reserves the right to charge for the session, unless otherwise agreed. Travel expenses of the coach and any material costs will be charged in accordance with the agreement. Payment of coaching invoices must be made within the period specified in Article 7.
Article 7 – Invoicing, Payment and Collection
7.1 Unless stated otherwise, all invoices from Voltys must be paid by the Client within 14 days of the invoice date. Payment must be made without any set-off, deduction, or suspension, to the bank account specified by Voltys and in the currency in which the invoice is issued.
7.2 If the Client fails to pay in full within the payment term, the Client shall be in default by operation of law without any further notice of default being required. In that case, the Client shall owe default interest of 1% per month from the due date (whereby a part of a month is counted as a full month), unless the statutory commercial interest rate is higher, in which case the highest rate shall apply. In addition, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Client. The extrajudicial collection costs shall be set at 15% of the total amount due (principal plus interest), with a minimum of € 150, unless the law mandatorily provides otherwise.
7.3 In the event of failure to make timely payment, Voltys is furthermore entitled to suspend its obligations or to unilaterally terminate the relevant agreement (and any other ongoing agreements with the Client), without prejudice to Voltys' right to compensation for damages suffered, including all costs (such as the costs of legal assistance) that it must incur to obtain performance or compensation from the Client.
7.4 Payments by the Client shall always first be applied to the satisfaction of any accrued interest and (collection) costs, and subsequently to the satisfaction of
the oldest invoices due, regardless of whether the Client specifies a different allocation at the time of payment.
7.5 The Client is not entitled to suspend payments to Voltys or to set them off against any counterclaim that the Client believes to have against Voltys, unless Voltys has acknowledged the relevant counterclaim in writing and without reservation.
Article 8 – Liability and Indemnification
8.1 Voltys is obliged to use its best efforts to properly execute the Assignment, but Voltys is not liable for damage, loss, or costs incurred by the Client or third parties as a result of the actions or omissions of a Candidate proposed or made available by Voltys, unless there is intent or willful recklessness on the part of Voltys in the selection of the Candidate. After the Candidate commences employment or is placed with the Client, the Client is responsible for the management, supervision, and any induction process of the Candidate. Voltys cannot guarantee the ultimate suitability or performance of the Candidate in the workplace.
8.2 To the extent that Voltys may be liable to the Client under the agreement or by law, such liability shall be limited to direct damage and to a maximum of the amount of the fee or compensation that Voltys has received from the Client for the relevant Assignment. If the liability is covered by an insurer of Voltys, the liability shall furthermore be limited to the amount paid out by the insurer in the case in question. Liability for indirect damage, consequential damage, lost profits, lost savings, diminished goodwill, or damage due to business interruption is excluded.
8.3 The Client is liable to Voltys for all damage suffered by Voltys as a result of an attributable failure or unlawful act by the Client within the framework of the agreement. The Client indemnifies Voltys against all claims from third parties, including Candidates deployed by Voltys, employees of the Client, or business relations of the Client, that are directly or indirectly related to or arise from the execution of the Assignment, unless such claims are the result of demonstrable intent or gross negligence on the part of Voltys. This indemnification includes, among other things, claims for damage or injury in the workplace, violation of legislation by the Client, or claims by Candidates regarding (other) obligations they have entered into on the instruction of the Client.
8.4 The Client shall ensure adequate insurance coverage to cover the risks associated with the employment of Candidates within its organization. This shall include, at a minimum, liability insurance providing coverage for damage caused by employees and seconded personnel (including temporary staff) in the performance of their duties. Upon request, the Client shall provide Voltys with proof of such insurance. Any premiums for additional insurance for the benefit of the Candidate (e.g., professional liability insurance, if required) shall, if taken out through Voltys, be borne by the Client unless otherwise agreed.
8.5 Any advice or assessments provided by Voltys in the context of recruitment & selection or coaching are provided to the best of their knowledge and ability, but the Client cannot derive any absolute rights therefrom. Voltys is not liable for decisions made by the Client based on information or advice provided by Voltys.
Article 9 - Force majeure
9.1 The Parties shall not be obliged to fulfill any obligation (with the exception of the Client's payment obligations) if they are hindered in doing so as a result of force majeure. Force majeure is understood to mean any circumstance independent of the will of the parties that permanently or temporarily prevents the performance of the agreement, including but not limited to: natural phenomena, pandemics, government measures, power and internet outages, strikes, war, terrorism, fire, and other serious disruptions in the business operations of Voltys or its suppliers.
9.2 If, as a result of force majeure, the execution of the Assignment is delayed by more than two months, both the Client and Voltys have the right to dissolve the agreement in writing, in whole or in part, without any right to compensation (for damages) on either side. If, upon the occurrence of the force majeure situation, Voltys has already partially fulfilled or can still fulfill its obligations, Voltys is entitled to invoice the executed part separately, and the Client is obliged to pay this invoice as if it were a separate agreement.
Article 10 – Applicable Law and Disputes
10.1 All legal relationships between Voltys and the Client are governed exclusively by Dutch law.
10.2 Disputes arising from or related to the agreement concluded between the parties and/or these general terms and conditions shall, in the absence of an amicable settlement, be submitted to the competent court in the district where Voltys has its registered office. Nevertheless, Voltys reserves the right to submit a dispute to the court competent under the law or applicable international agreement, if it so chooses.
10.3 If the Client is established outside the Netherlands, Voltys may, without prejudice, choose to have a dispute settled by arbitration or another dispute resolution mechanism, provided that this is agreed in writing with the Client.
Article 11 – Final provisions
11.1 If Voltys at any time does not invoke a provision in these Terms and Conditions, this does not imply any (further) waiver of rights, nor does it imply that Voltys loses the right to invoke the relevant provision or these Terms and Conditions at a later stage.
11.2 These General Terms and Conditions enter into force on 1 June 2025 and replace all previous versions of Voltys' General Terms and Conditions (where applicable). Voltys reserves the right to amend these Terms and Conditions from time to time. Amendments shall take effect 30 days after written or electronic notification to the Client, unless a later effective date is communicated. If the Client objects to the amendment in writing within that period and the parties do not reach an agreement, the Client shall have the right to terminate the agreement as of the effective date of the amendment, provided that the Assignment permits such possibility.
11.3 By entering into an Assignment with Voltys, the Client declares to have taken notice of these Terms and Conditions and to agree to their content. These Terms and Conditions will be sent to the Client free of charge upon first request and can also be consulted and downloaded via the Voltys website.
CoC 83228489 | www.voltys.nl
