General terms and conditions Starcheck BV

Definitions

In these general terms and conditions, the following definitions shall apply:

1. Starcheck: Starcheck B.V.
2. Client: the natural or legal person who has commissioned Starcheck to perform work.
3. Work: all work ordered or performed or to be performed by Starcheck on any other account directly related to the order.

Article 1 – General

These terms and conditions apply to all offers, agreements and all resulting commitments of Starcheck B.V. and all of its affiliated companies, collectively acting under the name ‘Starcheck’ and located at 5616LZ Eindhoven at Kastanjelaan 400.

These terms and conditions are filed at the Chamber of Commerce in Eindhoven under number 65631951.

Deviations from these terms and conditions can only be made in writing, and then only apply with respect to the specific agreement to which the deviations relate.

In the event of a conflict between Starcheck’s general terms and conditions and those applied by the client, Starcheck’s general terms and conditions shall apply to the order to the exclusion of all others.

An order may be given orally or in writing. Evidence of an order includes a written communication by the client, a written order confirmation by Starcheck and, in the case of an oral order, the client’s knowledge that Starcheck has begun work without the client’s direct written protest.

Article 2 – Offers, orders

1. Offers from Starcheck should be considered as a whole and are valid for 30 days or so much longer or shorter as specified therein, but are always made entirely without obligation.
2. Prices stated in an offer do not include VAT unless otherwise indicated.
3. If the services are provided by Starcheck on an hourly basis, the actual hours spent will be charged. Unless proven otherwise, the time records used by Starcheck will be considered accurate.
4. If no agreements have been made between the parties regarding the fee for an assignment, the hourly rate customary at Starcheck will apply.
5. Starcheck reserves the right to charge separately for travel, lodging, office or material costs incurred, insofar as they exceed the usual.
6. In consultation with the client, the manner in which the assignment is to be carried out is determined.
7. An assignment is not strictly limited to the work that is named when it is given, but also includes all such work the performance of which is reasonably within the scope of the assignment.
8. After consultation, Starcheck reserves the right to refuse an order.

Article 3 – Quality

1. Starcheck will perform the assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. If and insofar as a proper execution of the order requires it, Starcheck has the right to have certain work performed by third parties.
3. With respect to assignments involving assessment or psychological research, Starcheck adheres to the professional code of the Netherlands Institute of Psychologists, or NIP for short. This professional code can be found on the Internet at www.psynip.nl.
4. With regard to consulting activities, Starcheck adheres to the Code of Conduct of the Association of Organizational Experts and Advisors, or OOA for short. This code of conduct can be found at the Internet address www.ooa.nl.
5. With regard to training activities, Starcheck adheres to the professional code of the Dutch Association for Training Officers, or NVO2 for short. This professional code can be found at the Internet address www.nvo2.nl.
6. The client is obliged to provide the necessary cooperation for the performance of Starcheck.
7. The client shall ensure that all information that Starcheck indicates is necessary or that the client should reasonably understand is necessary for the execution of the order is provided to Starcheck in a timely manner. If the information necessary for the execution of the order is not provided to Starcheck in a timely manner, Starcheck has the right to suspend execution of the order and/or charge the client for the additional costs resulting from the delay at the usual rates.
8. Starcheck is not liable for any damages, of whatever nature, incurred because Starcheck relied on inaccurate and/or incomplete information provided by the client, unless it should have been aware of this inaccuracy or incompleteness.

Article 4 – Modification

1. If during the execution of the assignment it becomes apparent that for proper execution it is necessary to modify or supplement the work to be performed, both parties will timely and by mutual agreement modify the assignment accordingly.
2. Changes to orders are only binding if these changes have been accepted by Starcheck.
3. If both parties agree that the order is modified or supplemented, the time for completion of the execution may be affected as a result. Starcheck will notify the client as soon as possible.
4. If the change or addition to the order may have financial and/or qualitative consequences, Starcheck will consult with the client.

Article 5 – Cancellation and no-show

1. Cancellation by the client of contracts concluded with Starcheck can only be made by email to supportdesk@starcheck.nl.
2. The cancellation process is initiated the moment Starcheck receives an email notification.
3. If an e-mail, as mentioned in the previous paragraph, reaches Starcheck, the client shall by operation of law owe an immediately payable, and not subject to set-off, fee according to the following scales:

4. A no show is defined as the failure of the candidate to appear on the agreed date and time without timely written cancellation in accordance with the foregoing. A no show shall be equated for purposes of the fee payable with moving within 2 days before commencement as referred to in paragraph 3, and shall therefore result in a fee of 100% of the agreed amount for the assignment in question.
5. All amounts mentioned are exclusive of VAT. Applying a cancellation procedure is no indemnification for any material and immaterial damage to be suffered and incurred by Starcheck, inflicted by the client. Costs incurred by Starcheck and obligations already entered into that it can no longer cancel shall be borne in full by the other party.

Article 6 – Relocation of an assignment

1. The rescheduling of an assignment at the client’s request is considered a change in the execution date and not a cancellation of the underlying assignment. The assignment shall remain in effect.
2. Requests to reschedule an assignment should be communicated by client by e-mail to supportdesk@starcheck.nl. Requests from candidates themselves will only be considered if the client has agreed to them in writing.
3. If client requests to reschedule a scheduled assignment, client shall owe a fee immediately due and payable and not subject to offset on the amount agreed upon for that assignment, according to the following graduated scale:

4. If an assignment includes several separately scheduled assignments (for example, several candidates or several days), the fee referred to in this article shall be calculated per assignment moved or not taken, without prejudice to the provisions of Article 5 regarding cancellation of the assignment as a whole.

Article 7 – Complaints procedure

1. Complaints must be communicated to Starcheck by registered mail immediately, and at the latest within 14 days after the defect has been discovered. This letter must at least state the nature of the complaint or defect, how it was discovered and its cause.
2. The client loses all rights and powers that were available to it on the grounds of defectiveness if it has not complained within the aforementioned time periods and in the manner indicated above and has not given Starcheck the opportunity to repair the defects.

Article 8 – Intellectual property

1. Unless otherwise agreed, Starcheck retains the copyright as well as all other intellectual property rights to the materials provided by Starcheck, including designs, sketches, images, drawings, models, algorithms, mappings, libraries, software and quotations. These documents remain the property of Starcheck and may not be copied, shown to third parties or otherwise used or reproduced without Starcheck’s express written permission, regardless of whether the client is charged for them.
2. Starcheck reserves the right to use the knowledge gained through the execution of the order for other purposes, as long as no confidential information identifiable to the client is brought to the attention of third parties.
3. The Client is prohibited from reproducing, disclosing, exploiting or making available to third parties those products, including algorithms, libraries, mappings, computer programs, system designs, working methods, processes, models, advice and (model) contracts, without Starcheck’s prior written permission.
4. However, such making available is permitted if this is done to obtain an expert opinion on the work of Starcheck; in such a case, the client is required to stipulate confidentiality in writing for the benefit of Starcheck from the person whose expert opinion is sought.

Article 9 – Confidentiality

1. Starcheck is prohibited, either during the contract in question or after its termination, from making any communication in any way to third parties, directly or indirectly, in any form and under any circumstances, regarding confidential information made available to Starcheck by the client or obtained by Starcheck from information made available to Starcheck by the client.
2. This duty of confidentiality applies equally to the client toward Starcheck.
3. Information is considered confidential if it has been communicated by the other party or results from the nature of the information.

Article 10 – Liability

1. Starcheck’s liability for all direct damage suffered by the client, and exclusively related to or caused by the non-performance, untimely performance or improper performance of the work, is limited to a maximum of the amount of the fee, excluding VAT, that Starcheck has charged or will charge in the context of the order in question, whereby for the purpose of delineating the boundaries of an order and determining the amount of the fee, Starcheck’s records will provide binding evidence. For assignments with a lead time longer than six months, the liability referred to here is further limited to a maximum of the invoice amount for the last six months. In addition to the foregoing, liability for the direct damage described here is in any case limited to a maximum of €100,000 per assignment and a maximum of €100,000 per year.
2. However, except in cases of intent or gross negligence on the part of Starcheck, it is not liable for any indirect loss incurred by the Client, related to or caused by an error in the execution of work, which indirect loss includes consequential loss and stagnation in the regular course of business in the Client’s company.
3. If there is any damage for which Starcheck is liable, it has the right at all times to undo the damage if and to the extent possible.
4. Starcheck is not liable for damage, loss or destruction of documents during transport or during shipment by mail, regardless of whether the transport or shipment is made by or on behalf of the client, Starcheck or third parties, nor for loss or mutilation of data when communicating by fax and/or e-mail.
5. If client information or documents in Starcheck’s possession are lost or damaged, Starcheck is not liable.
6. Any claims of the client must be made within three months after the discovery of the damage, failing which the client has processed his rights.

Article 11 – Payment, compensation

1. Payment must be made within 30 days of the invoice date by transferring the amount due, indicating the invoice number. After this period, default will occur by operation of law.
2. Starcheck reserves the right to charge 1% interest per month from the due date, plus € 375.00 administrative costs per reminder.
3. All judicial and extrajudicial costs incurred by Starcheck in order to secure fulfillment of the Client’s obligation shall be borne by the Client.
4. Payments made by the client always extend first to settlement of all interest and costs due, and second to the due and payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
5. Payment shall be made without discount or offset.
6. Claims of Starcheck against the client are immediately due and payable in the following cases:
   1. in case of debt restructuring, liquidation, bankruptcy, or suspension of payments of the client;
   2. if after the order has been issued Starcheck learns of circumstances that give it good reason to fear that the client will not fulfill its obligations;
   3. if Starcheck asked the client to provide security for fulfillment when the agreement was concluded and this security is not provided or is insufficient.
7. In the cases mentioned under 11.6, Starcheck is authorized to suspend further execution of the order or to terminate the contract, all without prejudice to Starcheck’s right to claim compensation.

Article 12 – Force majeure

1. In addition to its definition in the law and case law, force majeure is defined in these general terms and conditions as all external, unforeseen causes over which Starcheck has no control, but which prevent Starcheck from fulfilling its obligations.
2. During force majeure, Starcheck’s obligations are suspended.
3. If Starcheck is prevented from completing the contract due to force majeure, Starcheck may, without any obligation to pay compensation and without prejudice to its other rights, terminate this contract without judicial intervention.
4. The client shall at all times, even in the event of force majeure, pay to Starcheck the fees due to Starcheck under this agreement for services and investments already rendered.

Article 13 – Applicable law

All offers, agreements and all resulting commitments of Starcheck are governed exclusively by Dutch law.

Article 14 – Modification

Starcheck is authorized to make amendments to these terms and conditions. These amendments shall take effect at the announced time of entry into force. Starcheck will send the amended terms and conditions to the client in a timely manner. If no time of entry into force has been announced, amendments enter into force with respect to the Client as soon as the Client has been notified of the amendment.