1. Definitions The following terms, provided that they are capitalised, have the stated meaning in these general terms of delivery:

General Terms and Conditions:
These general terms and conditions of VONQ UK. (hereinafter: ‘VONQ’);

Service(s)
The service(s) as further specified in the Agreement entered into between VONQ and Client;

Agreement:
The arrangements, recorded in a written or digital document, based on which VONQ provides one or more Services to Client, and of which these General Terms and Conditions form an integral part;

Force majeure:
Every circumstance beyond VONQ’s control, as a result of which the fulfilment of its obligations towards Client is fully or partially impeded, or as a result of which the fulfilment of such obligations cannot reasonably be required of VONQ, regardless of whether that circumstance was foreseeable at the time of entering into the Agreement. These circumstances include but are not limited in any case to government-imposed obligations that have consequences for the provision of the Service, failures in systems that form part of the internet, malfunctions in the telecommunication infrastructure and cuts in VONQ’s electricity supply.

Websites:
The websites of VONQ that can be reached via the domain names www.vonq.co.uk, and www.has-jobs.co.uk, as well as all other websites of VONQ that can be reached via sublevel domain names related to these domain names;

Client:
Any natural person or legal entity that has entered into an Agreement with VONQ.

2. General
These General Terms and Conditions apply to every Agreement or other legal relationship between VONQ and Client. Varying general or special terms and conditions of Client will only apply if VONQ has expressly confirmed them in writing.

The Agreement is concluded after VONQ confirms receipt of Client’s registration in writing or, in the absence of written confirmation, when VONQ sends the first invoice. If Client uses the internet to send a digital (online) registration, the Agreement will be concluded when VONQ sends a digital confirmation or, in the absence thereof, the first invoice to Client. Client must respond immediately on receipt of the electronic confirmation of the Agreement from VONQ if this confirmation does not correspond with the content of the Agreement or if its registration has not been sent (in writing/digitally) in its entirety.

All descriptions and specifications of the Service(s) on the Websites, in advertisements, brochures, etc. serve as an approximate representation. VONQ cannot warrant the correctness and accuracy of these representations. VONQ is entitled to make changes to the Service(s) to be provided, in order to improve the Service(s) or to comply with any statutory rule, at any time.

The Websites may contain references and/or hyperlinks to third-party websites. VONQ is not responsible for the content/accuracy of third-party websites. The Websites may contain files that are only included for informative purposes. VONQ does not warrant the correctness or completeness of this material, regardless of whether it came from itself or third parties.

In all cases in which the Agreement with Client ends, these General Terms and Conditions will continue to govern the relationships between the parties, insofar as this is necessary for the finalisation thereof, or insofar as this follows from the nature of the clause concerned.
3. Use of Service and functionality
Insofar as it is not evident that Client has already agreed to these General Terms and Conditions and declared them applicable, the acceptance of an offer by Client automatically implies agreeing to these General Terms and Conditions and declaring them applicable.

The right to use a Service is personal and assigning, licensing and/or sublicensing this right to third parties is therefore not permitted. The right to use a Service is limited to the employees within Client’s organisation.

Client guarantees that these employees will only use the Service for the purpose of its activities.

VONQ is entitled to recover all forms of damage, including loss of income and all other costs as a result of the unauthorised use and all other forms of misuse of the Service, from Client.

On the basis of the Agreement, VONQ will make the necessary functionality for the Service available to Client once only and for the duration of the Agreement.

The specifications of the Service(s) will be agreed in writing.
If one or more online resources do not work, or no longer work because of alterations and/or changes, the vacancy will be placed on another vacancies website. However, this service of VONQ is voluntary.

The functionality of the Service(s) will be available twenty-four hours a day. Preventive and corrective maintenance for the functionality of the Service(s) will take place outside normal office hours as far as possible.

4. Electronic means of communication

If VONQ and Client communicate with the aid of electronic means, such as e-mail and other forms of data traffic, both parties must arrange standard virus protection. VONQ will not be liable towards Client for any damage resulting from the transmission of viruses and/or other irregularities in the electronic communication, and for not receiving or the impaired receipt of messages.

Client must secure its own computer system in such a way that third parties cannot obtain unauthorised access to VONQ’s websites.

5. Price and payment

The agreed price for the entire term of the Agreement will be invoiced to Client after the commencement of the Agreement.

Unless otherwise agreed in writing, Client must pay the invoices according to the payment terms specified on the invoice. In the absence of such terms, payment must be made within fourteen days of the invoice date, by way of transfer of the amount due to the bank account specified on the invoice. If Client does not pay on time, it will be deemed to be in default by operation of law and will owe interest from that moment, without any further notice of default. Late payment will entitle us to suspend provision of Services. Interest can be payable on late payments at the rate of 3% above HSBC’s base rate from time to time. All costs of collection that are incurred after the expiry of the relevant payment term are payable by Client.

Unless otherwise agreed in writing, payments that Client has already made to VONQ will not be refunded upon the early termination of the Agreement.

The applicable prices may be requested from VONQ. VONQ reserves the right to apply different prices and conditions. Unless otherwise indicated, VONQ’s prices are expressed in Pound Sterling (£) and exclude VAT and any other taxes and levies.

VONQ reserves the right to alter or review the prices of the Service(s) and other products.

6. Client’s rights and obligations
The electronic and other traffic between Client and VONQ is at Client’s own expense and risk.

Client must refrain from conduct that is contrary to the General Terms and Conditions and/or UK laws and/or regulations and act and behave according to what may be expected from a responsible and prudent (online) client.

It follows from the nature of the Agreement that Client has personal data at its disposal. Client must observe the provisions of the applicable privacy laws and regulations.

Client must refrain from obstructing and/or causing damage – whether or not during the use of the Service(s) or Websites – to VONQ or third parties. This includes infringing the intellectual property rights, databank rights or other rights of VONQ or third parties, breaching or attempting to breach the security of the Websites, using the Service in such a way that this impedes the proper operation of computer systems of VONQ or third parties, transferring and/or assigning any right or other obligation that Client has under these General Terms and Conditions or the Agreement to third parties.

Notwithstanding the provisions of this Article 6, Client must refrain at all times from the improper use of the Service(s), the Websites and the data which can be accessed by means of the Service(s) or the Websites. If VONQ reasonably suspects improper use by Client, Client will owe VONQ an immediately due and payable penalty, without any judicial intervention, of GBR £10,000 (ten thousand pounds sterling) for every day that the improper use continues and VONQ will be entitled to terminate the Agreement with Client with immediate effect. For this purpose, improper use in any case means the conduct as described in Article 6.4 above. The aforementioned immediately due and payable penalty may never be deducted from any possible compensation due by Client to VONQ.

Client will provide all necessary information to VONQ that it knows or reasonably ought to know is important for the correct performance of the Agreement by VONQ.

7.VONQ’s rights and obligations

VONQ will grant Client access to its Websites and use of the agreed Service(s) after receiving payment of the agreed price from Client.

It follows from the nature of the Agreement that VONQ has personal and login data at its disposal. VONQ must observe the provisions of the applicable privacy laws and regulations.

VONQ must endeavour to eliminate, or to arrange for the elimination, of any faults in the access to its Websites and/or Service(s) and/or the use of the technical infrastructure of the Websites and/or Service(s) as soon as possible and – although it strives for this – it cannot reasonably warrant the uninterrupted availability of the Websites and/or Service(s).

VONQ is entitled to temporarily deactivate the Websites and/or Service(s), without being liable to compensate Client, in order to eliminate a fault. If a fault that is not caused by Client lasts for longer than five consecutive business days, Client will be entitled to a pro rata refund of the price for the Service(s) to which it did not have access during the fault.

VONQ reserves the right to make alterations to the Service(s) or to the access to the Service(s) if this is recommended for the functioning of the Service(s). If such alterations directly affect how Client gains access to and/or uses the Service(s), VONQ must inform Client of the alterations as soon as possible.

VONQ supports Client by making the necessary information about the Service(s) accessible and/or available.
8. VONQ’s liability and indemnity
VONQ accepts its statutory obligations to pay compensation insofar as that is evident from this article.

VONQ’s total liability for imputable breach in the performance of the Agreement is limited to compensating direct damage up to no more than the amount of the price stipulated for that Agreement (excluding VAT). If the Agreement has already been running for longer than one year due to one or more extensions (automatic or otherwise), the stipulated price will be set at the total price (excluding VAT) stipulated for one year.

Direct damage exclusively means:
A.the reasonable costs that Client would have to incur in order to make VONQ’s performance conform to the Agreement. However, this damage will not be compensated if Client has terminated the agreement;

B.reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions.

VONQ’s liability for imputable breach in the performance of an Agreement (contractual liability) only arises if it has immediately and duly been given a written notice of default, a reasonable period for remedying the breach has been stated and it remains in imputable breach of its obligations even after that period. The notice of default must contain the most detailed possible description of the breach, so as to enable VONQ to respond adequately.

VONQ does not accept any contractual or other liability for indirect damage, including consequential damage, lost profits, lost savings and loss due to business interruption.

VONQ does not accept any contractual or other liability for possible infringements of intellectual property rights, databank rights and/or other rights of third parties due to the use of its Websites and/or Service(s). Client indemnifies VONQ against all possible consequential and other damage that arises from its use of VONQ’s Websites and Service(s) in conflict with intellectual property rights, databank rights or other rights of third parties.

A condition for the existence of any right to compensation is always that Client must report the damage as soon as possible after it arises to VONQ in writing.

The limitations of liability referred to in this article do not apply if the damage results from the intent or wilful recklessness of VONQ, its managers and/or employees.

9. Intellectual property rights
All intellectual or industrial property rights to the Websites and all software, hardware, other materials and information developed by VONQ and/or made available by VONQ to Client, such as designs, documentation, reports, offers, models, techniques, data files, as well as the preparatory material relating thereto, vest exclusively in VONQ or its licensors.

Client only acquires the rights of use and authorisations that are expressly granted by these General Terms and Conditions or otherwise and may moreover not reproduce or make copies of the software or other materials.

10.Force majeure
VONQ will never be liable in case of a Force Majeure situation. Its obligations will be suspended insofar as performance is not permanently impossible.

The parties are entitled to terminate the Agreement, without one of them becoming liable to pay compensation, if the period during which performance of the Agreement is impossible because of Force Majeure, exceeds or will exceed thirty days.

If VONQ has already partially complied with its obligations, or can only partially comply with its obligations, at the time the Force Majeure commences, it may invoice the delivered or deliverable part of the Service(s) separately and Client will be obliged to pay this invoice as though it were a separate invoice.

 

11. Term of the Agreement
The Agreement between Client and VONQ lasts for a maximum of 60 days or for so much shorter or longer as the agreed Service lasts.

After its term expires, the Agreement will end by operation of law.

Termination of the Agreement

Each of the parties will only be entitled to terminate the Agreement if the other party, after receiving a proper and most detailed possible written notice of default that sets a reasonable period for remedying the breach, is in imputable breach of performance of the obligations under the Agreement.

VONQ may fully or partially terminate the Agreement with immediate effect, without any notice of default and judicial intervention, if Client is granted a provisional or final moratorium on the payment of debts, if a petition is made for the bankruptcy of Client or if Client’s business is liquidated or discontinued other than for the purpose of restructuring or merging companies. VONQ will never be liable to pay compensation on account of this termination.

If Client has already received performance pursuant to the Agreement at the moment of the termination referred to in Article 9.1, this performance and the associated payment obligation cannot be undone unless VONQ is in default in respect of that performance. Amounts that VONQ has invoiced prior to the termination for what has already been performed or delivered pursuant to the Agreement will remain fully payable, with due observance of the provisions of the previous sentence, and will become immediately due and payable at the moment of termination.

13.Confidentiality

Client undertakes both during and after the termination of this Agreement to treat as confidential all information regarding the business affairs and all other information of a secret or confidential nature of VONQ that it becomes aware of upon the conclusion and/or during the performance of the Agreement, and to observe confidentiality vis-à-vis third parties with regard to this information.

The obligation to maintain confidentiality, as described in paragraph 1 of this article, lasts for 2 (two) years after the end of the Agreement. The reason for the termination and the party which terminated the Agreement are not relevant for this purpose.

14. Privacy

General:
Within the context of an agreement between the parties, client will act as Controller and VONQ will act as Processor within the meaning of the UK Data Protection Act.
Assignment:
Processor performs work for Controller in relation to facilitating job application procedures.

Processor will only process the personal data for the purpose of the aforementioned agreement.

As part of an agreement between the parties, Processor will keep a copy of the job application data that is supplied to client via the websites for a maximum period of three months.
Processor must destroy personal data immediately on client’s request. However, Processor reserves the right to keep and use anonymised job application data, to which the UK Data Protection Act does not apply, for the purpose of VONQ’s new commercial activities (both for client and third parties) and for analysing and improving the provision of its services, in the broadest sense.
Unless the agreement between the parties expressly stipulates otherwise, VONQ is not obliged to make available the results of the work under paragraph d of this article to client.

Data:
Controller must ensure that only the data that is really important for the performance of the work agreed with Processor will be passed on to Processor.

Access to data:
Processor stipulates which employees have access to the data provided by Controller.

Hiring of third parties:
For the purpose of this agreement, Processor may only make use of a third party if Controller has given written consent for this purpose. Controller will not or may not withhold this consent without good reason.

Compliance with laws and regulations:
When processing data for the purpose of the assignment referred to in Article 14.2, Processor must act in accordance with the applicable laws and regulations on the protection of personal data.

Obligation to maintain confidentiality:
Processor must impose confidentiality on the people in its employ or that perform work on its behalf with regard to the personal data that they may become aware of.

Security measures:
Processor must adopt appropriate technical and organisational security measures to protect personal data against loss or any unlawful form of processing.

15. Miscellaneous
Client may not fully or partially transfer or assign the Agreement between itself and VONQ, or any right or obligation arising therefrom, to a third party without VONQ’s prior written consent.

If any provision of these General Terms and Conditions is found to be void, invalid, unenforceable or contrary to the law, the remaining provisions of these General Terms and Conditions will remain fully effective. Dutch law applies to the Agreement between VONQ and Client.

VONQ is entitled to amend these General Terms and Conditions. An amendment will also apply to any Agreement(s) concluded prior to the time of the amendment. An amendment will not become effective before 14 (fourteen) days have passed since notice thereof to Client.

In the event of disputes arising from the Agreement(s), or from ensuing agreements to which these General Terms and Conditions apply, the parties must firstly try to reach an out-of-court settlement, notwithstanding the right to take precautionary measures or obtain interim relief. All disputes between VONQ and Client must be submitted to the competent court in Rotterdam.

All claims of Client lapse twelve months after the Service(s) to which these claims refer has/have been performed or on such earlier date as stipulated by law.

VONQ UK is registered at Companies House under number 6208934 • 80 Silverthorne Road, Battersea Studios, London, SW8 3HE • tel. +44 (0) 207 099 5576 • fax: +44 (0) 207 099 5579 • email info@vonq.co.uk, www.vonq.co.uk • Bank: ABN Amro • VAT no.: GB 906 3068 37