Our Terms and Conditions are a contract that governs the recruitment services provided to prospects and clients by GENTIS.

These Terms and Conditions consist of the following sections:

GENERAL PROVISIONS

PROVISIONS RELATING TO PERMANENT PLACEMENTS

PROVISIONS RELATING TO CONTRACT PLACEMENTS

REGION-SPECIFIC PROVISIONS

DATA PROTECTION SCHEDULE

Please read all sections carefully, as they apply to you depending on the recruitment services concerned. In the event of conflict between the above sections, the hierarchy of is as follows:

• The Data Protection Schedule shall prevail over all other documents with respect to the processing of personal data and compliance with data protection and privacy laws ("Personal Data Protection").
• With the exception of Personal Data Protection, region-specific provisions will prevail over all other contractual provisions.
• In the case of permanent placements only, the provisions relating to permanent placements shall prevail over the general provisions. Provisions relating to contract placements shall not apply.
• In the case of contract placements only, the provisions relating to contract placements shall prevail over the general provisions. Provisions relating to permanent placements will not apply.

GENERAL PROVISIONS - These provisions apply regardless of the type of recruitment service concerned.

Scope of Application and Acceptance of the Terms & Conditions

1.1 The present Terms & Conditions apply only insofar as there is no pre-existing contract governing the supply of recruiting services between the Agency and the Client, whether said contract has been signed by both parties before or after the date of the Candidate’s Introduction (defined hereafter). If such a contract exists and is « in force » between Agency and Client, the clauses contained in that contract will take precedence over the present Terms & Conditions.  
1.2 Without prejudice to clause 1.1 above, the Client will be deemed to have understood and consented to the entirety of these Terms & Conditions which are binding on it (and which will take precedence over any other terms and conditions put forwards by the Client), if one of the following events signifying the Client’s unqualified consent occurs:   1.2.1 The Client asks the Agency to Introduce a Candidate for a permanent position (fixed-term or permanent basis) or a for a service provision contract or any other form of presentation, or;
1.2.2 The Client, or a third party acting for the Client, interviews the Candidate; or  1.2.3 The Client hires a Candidate in any form/for any purpose; or
1.2.4 A Candidate begins working for the Client or renders services to the Client (directly or indirectly) in any form; or 
1.2.5 The Agency provides any form of recruitment or recruitment consultancy service to the Client, whether at the request of (or on behalf of) the Client or on the basis of a speculative introduction initiated by the Agency. 

Recruitment Services

PLEASE CONSULT THE ADDITIONAL PROVISIONS FOR PERMANENT PLACEMENTS AND CONTRACT PLACEMENTS DEPENDING ON THE CANDIDATE'S STATUS AND/OR SERVICES RENDERED.

2.1 The Agency shall provide Recruitment Services to the Client in consideration of the Client paying the Introduction Fee charged by the Agency, subject to the provisions of this Agreement. 
2.2 For the avoidance of doubt, the Recruitment Services include the search, Introduction and placement of any Candidate for recruitment on a fixed-term or permanent basis, on a temporary basis or via a temporary employment agency (or equivalent), as well as for the hiring of a service provider, a service provider or any independent consultant, whether at the request of (or on behalf of) the latter or on the basis of a speculative application carried out at the initiative and at the discretion of the Agency. 2.3 With respect to the Introduction of Candidates and any potential Engagement by the Client or any third party, the Agency shall be bound by an obligation of means. As such, the Agency does not represent, guarantee or undertake to find a Candidate for each position to be filled or assignment with the Client.  2.4 Even if more than one recruitment agency provides details of the same Candidate to the Client or if the Client had prior knowledge of such Candidate before the date of the Introduction the Agency shall nevertheless be deemed to have Introduced the Candidate to the Client. If the Client engages that Candidate in any capacity, the Client shall be liable to pay the Introduction Fee in accordance with the provisions of this Agreement. 

Calculating Introduction Fees

SPECIFIC CONDITIONS APPLY TO THE CALCULATION OF INTRODUCTION FEES DEPENDING ON THE SERVICES PROVIDED AND THE STATUS OF THE CANDIDATE CONCERNED. PLEASE REFER TO THE PROVISIONS RELATING TO PERMANENT PLACEMENTS AND CONTRACT PLACEMENTS DEPENDING ON THE CANDIDATE'S STATUS AND/OR SERVICES RENDERED.

3.1 Client agrees to pay an Introduction Fee to the Agency for each Candidate Engaged by the Client. The Introduction Fee shall be calculated in accordance with the services provided and the status of the Candidate and according to the provisions in the Permanent Placement and Contract Placement sections further set out below.
3.2 Regardless of whether the Candidate is hired on a fixed-term, temporary or contract placement basis (including through any umbrella company or equivalent), the Introduction Fee will not be reduced based on the duration of such Engagement. 
3.3 If the Client fails to provide information on the Candidate's actual remuneration upon request by the Agency, or if the daily rate has not been specified, the Agency shall have the right to set a hypothetical remuneration based on its experience of the market, such amount being final and binding on the Parties for the calculation of the Introduction Fee. 
3.4 The Introduction Fee covers only the Introduction of Candidates and does not correspond to the salary or remuneration to be paid to the Candidate by the Client. The Client remains solely responsible for social security and tax charges relating to the Candidate, unless the Candidate provides services to the Client as an independent service provider. In this case, such social security and tax charges shall be borne by the Candidate. 3.5 If, after acceptance of an offer to Engage by a Candidate, the Client withdraws or cancels the Offer, the Client will be liable for a cancellation fee corresponding to 30% of the Introduction Fee.
3.6 Finally, in the absence of an agreement between the Parties concerning the amount of the Introduction Fee due to the Agency for any Engagement within seventy-two (72) hours of the Agency's first request, then the Introduction Fee will be calculated automatically in accordance with the provisions relating to permanent placements or the provisions relating to contract placements (as the case may be).

Payment of the Introduction Fees

ADDITIONAL PROVISIONS APPLY TO THIS ARTICLE DEPENDING ON THE CANDIDATE'S STATUS AND/OR SERVICES RENDERED. PLEASE REFER TO THE PROVISIONS RELATING TO PERMANENT PLACEMENTS AND CONTRACT PLACEMENTS.

4.1 Payment of the Introduction Fee shall be made by the Client to the Agency immediately upon presentation of the invoice as issued by the Agency.
4.2 The Introduction Fee charged to the Client for the Introduction of a Candidate applies to a single Engagement. For each additional Candidate Introduced by the Agency and Engaged by the Client, a new Introduction Fee will be payable.
4.3 In addition, if the Client Re-Engages a Candidate within twelve (12) months of the last date on which the said Candidate would have provided services to the Client, or from the date of termination of a fixed-term contract, permanent contract or assignment on a temporary or contract basis, the Client shall be obliged to pay the Agency the applicable Introduction Fee, calculated in accordance with the provisions of this Agreement.
4.4 Similarly, if following an unsuccessful application by a Candidate Introduced to the Client through the Agency: (i) the Client, without notifying the Agency, Engages such Candidate in any form whatsoever within twelve (12) months of the Candidate's Introduction, or (ii) the Client or any employee, agent or subcontractor of the Client Introduces such Candidate to any third party, including a Subsidiary of the Client, and such third party Engages the Candidate in any form whatsoever within twelve (12) months of the Introduction of the Candidate by the Agency to the Client, then the Client shall be liable for the Introduction Fee as set forth in this Agreement. 4.5 No refund of the Introduction Fee will be made without the agreement of, and at the sole discretion of, any duly authorised director of the Agency.
4.6 All amounts quoted are exclusive of VAT and any other taxes, which will, if applicable, be invoiced in addition at the rate in force at the time the Client is required to make payment.
4.7 If the Client fails to make payment by the date indicated on an invoice or otherwise provided for in this Agreement or its appendices, the Agency shall be entitled to:
4.7.1 Charge interest on the unpaid amount at the rate specified in the applicable region-specific terms;
4.7.2 Require the Client to pay, in advance, for any Recruitment Services (or any part of the Recruitment Services) which has not yet been performed; and
4.7.3 dRefrain from providing any further Recruitment Services (or any part of the Recruitment Services) while an invoice remains unpaid (whether in whole or in part). 4.8 Any debt recovery charges specified in this article are payable without the need for any reminder or notice letter. 4.9 Finally, the Parties agree that the provisions relating to the calculation and payment of the Introduction Fees as set out in this Agreement, as well as any clause relating to any indemnity or penalty or transfer fees or other amounts specified in this Agreement are fair and reasonable in order to protect the legitimate business interests of the Agency as a recruitment and consultancy firm, Candidate Introduction being at the heart of its core business.

Client Obligations

5.1 When requesting the Agency to Introduce Candidates, the Client shall provide the Agency with the following information :  
5.1.1 the Client's full company name, address and registration number, or if applicable its full trading name, business address and the nature of its activities ;
5.1.2 the applicable collective agreement, the nature of the position to be filled or the assignment, including the type of work to be performed, the starting date and the probable duration (one-off assignment or service provision, permanent or fixed-term contract or temporary work); 5.1.3 the experience, training, qualifications and authorizations required by the Client, including any qualifications and authorizations required by law or applicable by any professional body;  5.1.4 the amount of minimum compensation, payment terms and all other benefits;  5.1.5 whether the Client intends to engage the Candidate as an employee for a definite or indefinite period or under a service agreement. 5.2 The Client be solely responsible for ensuring the suitability of any Candidate for the position to be filled. Without prejudice to the foregoing, the Client acknowledges and agrees that it shall:   5.2.1 take and check references relating to the Candidate's qualifications, skills, temperament, behaviour, attitude and experience ;   5.2.2 check the validity of the Candidate's diplomas; 
5.2.3 ensure, if necessary, that the Candidate is capable of operating any equipment or machinery to the required level; and
5.2.4 obtain a residence permit or a permit necessary to allow the Candidate to work in France, Belgium or abroad (depending on the Client's needs and the location of the position or assignment to be performed).  5.3 The Agency shall not be responsible for information that is beyond its knowledge or control, and in the event of an Engagement, the Client shall pay the Introduction Fee notwithstanding the items mentioned in clause 5.2 above.   5.4 Client shall immediately notify Agency upon the occurrence of the first of the following events: (i) as soon as a Candidate accepts an offer of employment or contract placement offer from the Client; or (ii) signs a promise to hire letter or a contract with the Client; or (iii) the first day worked or first day on which services were/are performed by the Candidate.  5.5 By Engaging a Candidate in any way, the Client will be liable for payment of the Introduction Fee.  5.6 If Client Introduces any Candidate to a third party (including any Subsidiary, affiliate and/or customer or end-client of the Client), whether directly or indirectly, including any Subsidiary of Client, and such Introduction results in an Engagement of the Candidate by a third party, Client shall:  
5.6.1 immediately notify the Engagement to the Agency; and
5.6.2 pay the Agency an Introduction Fee in accordance with clause 4, unless the Engagement occurs more than twelve (12) months after (i) the Introduction of the Candidate to the Client by the Agency, or (ii) the date of the last interview of the Candidate by the Client; or (iii) the last date on which the said Candidate would have provided services to the Client, or from the date of the end of a fixed term contract, open-ended contract, or service provision or temporary assignment, whichever is the latest.   5.6.3 The provisions of this Section 5.6 and its sub-sections shall remain in effect notwithstanding the termination or expiration of the Agreement.  5.6.4 In addition, and for the avoidance of doubt, the Agency shall be entitled to demonstrate by any means that an Engagement has occurred, and such means shall be determined in the sole discretion of the Agency. 
5.7 The Client agrees not to engage or solicit Agency personnel. If any Agency staff member nevertheless accepts an Engagement with Client within seven (7) days after leaving his or her position with the Agency, the Client will pay an Introduction Fee to the Agency as if such staff member had been Introduced to the Client by the Agency. This Section 5.7 shall remain in effect notwithstanding the termination or expiration of the Agreement. 
5.8 The Client: (i) confirms that it is not aware of any matter that would be prejudicial to the interests of the Candidate and/or the Client if it Engages a Candidate to fill a vacancy; and (ii) will inform the Agency immediately if it becomes aware of any circumstances that would make such engagement prejudicial to the interests of the Candidate and/or the Client. 

Confidentiality

6.1 All Introductions are confidential. Services provided by the Agency for the Client shall not be reproduced in whole or in part without the prior written permission of the Agency.
6.2 Each Party (the Receiving Party) will keep confidential the information received from the other Party (the Disclosing Party). The Receiving Party will use the confidential information of the Disclosing Party only for the purpose and performance of its obligations under this Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party's obligations under the provisions of this Section 6.2, and shall ensure that the Receiving Party's officers, employees and agents comply with such obligations.  6.3 The obligations set out in clause 6.2 will not apply to any information which:  
6.3.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party;  
6.3.2 is, or becomes, publicly available through no fault of the Receiving Party; 6.3.3 is provided to the Receiving Party without restriction as to disclosure by a third party who has not breached confidentiality obligations in making such disclosure
6.3.4 was independently created by the Receiving Party or by a third party (without having used the Disclosing Party's confidential information); or
6.3.5 must be disclosed to satisfy an order of a court of competent jurisdiction.
6.4 The obligations under this clause 6 shall survive the termination or expiration of this Agreement.  

Liability

7.1 The Client accepts and acknowledges that the Agency makes no warranty as to the suitability of any Candidate for any position to be filled. In this respect, the Agency shall be expressly bound by an obligation of means in the performance of this Agreement and the provision of the Recruitment Services. 7.2 Neither the Agency nor any of its employees or officers shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client resulting directly or indirectly in any way from the Client's Introduction or Engagement of a Candidate, unless such loss, damage, cost or expense is directly related to the Agency's acts or omissions. In particular, but without limiting the generality of the foregoing, the Agency shall not be liable for any consequential damages or losses or any loss, injury, damage, expense or delay resulting in any way from :   7.2.1 any failure by the Candidate to meet the Client's requirements
7.2.2 any act or omission of the Candidate, whether willful, negligent, fraudulent, dishonest, reckless or otherwise; or
7.2.3 any loss, injury, damage, expense or delay suffered by the Candidate.  7.3 Except in the case of death or personal injury caused by the negligence of the Agency, the Agency's liability under or in connection with this Agreement shall not exceed the amount of the Introduction Fee paid or payable by the Client to the Agency under this Agreement.

Early termination

8.1 Without prejudice to any other remedy or right a Party may have, either Party may terminate this Agreement at any time upon written notice to the other Party (Other Party): if the Other Party has breached its obligations under this Agreement and, if the breach is not capable of being, or has not been, remedied within fifteen (15) days; or if the Other Party becomes insolvent or is subject to bankruptcy proceedings. 8.2 The termination will take effect on the date mentioned in the relevant notification.  
8.3 Upon termination of this Agreement, Client shall pay for all Recruitment Services provided through the date of termination of the Agreement, and for all expenses due as of the date of termination of engagements reasonably and necessarily incurred by the Agency in performing the Recruitment Services through the date of termination or expiration of the Agreement (for whatever reason). 
8.4 In the event that the Services provided by the Agency to the Client up to the date of termination or expiration of the Agreement (for whatever reason), have resulted in the Engagement of a Candidate after such date, the Client shall nevertheless be liable to pay the Agency's Introduction Fee, notwithstanding the termination or expiration of the Agreement. 

General Provisions

9.1 Force majeure. Neither Party shall be liable or be deemed to be liable under this Agreement for any delay in, or failure of, performance under this Agreement resulting from circumstances beyond its control. The aggrieved Party shall promptly notify the other Party in writing when such circumstances result in delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six (6) months, either Party may terminate this Agreement by giving written notice to the other Party.   9.2 Modifications. No modification or variation of this Agreement shall be valid unless agreed to, in writing, by an authorized signatory of the Agency.   9.3 General Provisions.   9.3.1 Assignment. The Client shall not be permitted to assign, subcontract or otherwise transfer any or all of its obligations under this Agreement without the prior, written consent of the Agency. The Agency shall be entitled to transfer, subcontract or otherwise transfer all or part of its obligations under this Agreement at any time and in its sole discretion, without limitation or restriction.
9.3.2 Entire Agreement. Without prejudice to the provisions of clause 1.1 above, this Agreement constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement, representation or understanding between them.
9.3.3 Non-Waiver. No failure or delay on the part of the Agency in exercising any right, power or privilege under this Agreement shall impair any of its rights or privileges or exercise any of its rights, powers or privileges. 9.3.4 Independence of Parties. This Agreement does not constitute or imply any partnership, agency, fiduciary or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have or represent any authority to make any engagement on behalf of the other Party.
9.3.5 Invalidity. If any provision of this Agreement is prohibited by law or held by a court to be illegal, void or unenforceable, the provision shall, to the extent necessary, be severed from this Agreement and rendered ineffective to the extent possible without affecting the remaining provisions of this Agreement, and shall in no way affect any other circumstances or the validity or enforceability of this Agreement.  9.3.6 Notices. Any notice to be given under this Agreement shall be in writing and shall be sent by registered mail with return receipt requested to the registered office of the Party concerned.
9.3.7 Although this Agreement has been prepared by one of the Parties, neither Party shall be deemed or deemed to be the drafter hereof and this Agreement shall not be construed against either Party on the basis that it is the drafter.. 

Definitions

In the Present Terms & Conditions (the “Agreement”) the following terms will be taken to have the following meanings:  

## PROVISIONS RELATING TO PERMANENT PLACEMENTS - These provisions apply to you when the recruitment services concern a permanent placement, i.e. a fixed-term or open-ended contract. For all open-ended and fixed-term contracts: by default, the Introduction Fee will amount to 35% of the total gross annual remuneration (including all benefits, bonus, car, cell phone, laptop - non-exhaustive list) of each Candidate concerned.

PROVISIONS RELATING TO CONTRACT PLACEMENTS - These provisions apply when the recruitment services relate to a contract placement, for a temporary assignment (including temporary workers) or for a contract placement (including via any "portage" company or equivalent).

1. In the event of any Engagement of a Candidate for a contract placement, via an umbrella company (or equivalent) or as a temporary worker, the Client undertakes to immediately inform the Agency.
2. The Client undertakes to ensure that it (and the Candidate concerned) enter into the Agency’s standard service contracts, separate to this Agreement, with the Agency for the entire duration of the relevant assignment (including any extensions and/or subsequent assignments between the Client and the said Candidate). In this case, the Client agrees that the Agency's Introduction Fee shall automatically be calculated at 30% of the relevant Candidate's daily rate for each day worked by the relevant Candidate, for the entire duration of the relevant assignment (including any extensions and/or subsequent assignments between the Client and the Candidate).
3. If, within seventy-two (72) hours of the Agency's first request, the Client does not enter into the service agreements with the Agency, the following provisions shall apply: 3.1. The Introduction Fee shall by default amount to 35% of the agreed hourly, daily, weekly, monthly or other rate of the said Candidate as specified in the Introduction; and 3.2. For billing purposes, the Agency will calculate the Introduction Fee on the basis of the applicable daily rate multiplied by a presumed duration of the Engagement which will be set at 12 calendar months (unless the Agency has evidence that the Engagement is of a longer duration, in which case the longer duration will apply). The Introduction Fee will be invoiced in a single instalment.
   3.3. By way of example, if the daily rate is EUR 1000 exclusive of tax, the Introduction Fee will be calculated as follows:

• EUR 1000 excl. tax x 12 calendar months based on 220 working days = EUR 220,000 excl. tax.
• 35% commission due to the Agency on EUR 220,000 excluding VAT = Introduction Fee of EUR 77,000 excluding VAT.

4. For the avoidance of doubt: (i) if the Engagement is for a period of less than 12 calendar months or is terminated early for any reason whatsoever, no refund or replacement will be granted to the Client by the Agency: and (ii) in this section, a day means eight (8) hours within a twenty-four (24) hour period, without prejudice to the Agency's right to claim payment for any overtime hours actually worked by the Candidate within the said twenty-four (24) hour period. Consequently, the default calculation is based on a minimum eight (8)hour day and no discount or reduction will be granted in the event that a Candidate works less than eight (8) hours in such a twenty-four (24) hour period.
5. Where clause 3 of this section applies, payment of the Introduction Fee shall be governed by the provisions of the relevant service contract. In all other cases of Engagement, or if the parties are unable to agree on the provisions of the said service contract within the period specified in clause 3 of this section, the Introduction Fee will be invoiced on a lump sum basis in one instalment.

REGION-SPECIFIC PROVISIONS - These provisions apply depending on the Client's location, in accordance with the table and provisions below.

PERSONAL DATA SCHEDULE - These provisions apply to you where the processing of personal data in connection with the Recruitment Services is subject to the GDPR, the UK GDPR or any other applicable personal data protection legislation that may be applicable.

The Parties undertake to protect, secure access to and ensure the confidentiality of any personal data to which they have or may have access, in particular in the context of this Agreement. For the avoidance of doubt, data relating to the Candidate also constitutes personal data. The Client further undertakes to comply with the provisions of the General Regulation on the Protection of Personal Data (the RGPD) as well as any provisions transposing the RGPD in the relevant EU Member State and any other applicable legislation on the protection of personal data, including the UK GDPR. Any reference to the RGPD shall be deemed to refer to the UK GDPR where circumstances so require.

The Client acts as a processor on behalf of the Agency in respect of any personal data relating to a Candidate who is a natural person. This section covers the requirements of Article 28 of the GDPR and constitutes the Agency's written instructions to the Client. The Client shall not deviate from these written instructions without the prior consent of the Agency.

The object, nature and purpose of the processing of personal data are the provision and receipt of Recruitment Services and the Introduction and Engagement of Candidates. This processing may take place through the use of information technology. The duration of the processing is the duration of this Agreement or the duration during which the Client is in possession of personal data of the Agency or any Candidate. Categories of personal data include personal data relating to a Candidate, such as CV information, contact details, location and salary or remuneration claims. The categories of data subjects include any natural person who is a Candidate. Accordingly, the Client hereby (i) warrants that it has implemented appropriate technical and organizational measures that meet the requirements of the RGPD and ensure the protection and management of the data subject's rights; (ii) shall not engage any other subcontractor or transfer personal data outside the United Kingdom or the European Economic Area without prior specific written authorization from the Agency ; (iii) ensures that all personnel with access to a Candidate's personal data are bound by confidentiality obligations appropriate to the personal data concerned; (iv) assists the Agency in complying with the RGPD; (v) makes available to the Agency all information necessary to demonstrate compliance with the obligations of Article 28 of the RGPD and authorizes and contributes to audits, including inspections, conducted by the Agency or another auditor commissioned by the Agency. Finally, the Client undertakes to delete and return all personal data to the Agency immediately at the Agency's request or in any event in the event of an unsuccessful application, and the Client undertakes to delete all existing copies, unless the applicable law requires the retention of personal data.

In particular, the Client undertakes to indemnify the Agency against any loss or claim attributable to the Client's failure to comply with the GDPR, this section or any other applicable legislation and any additional provisions relating to the protection of personal data.