general terms and conditions.

article 1.  scope of application

1.1 Each availability by Randstad of temporary workers shall be done exclusively under the conditions explicitly agreed upon in writing at the application and under the general terms and conditions determined below, which form an integral part of the agreement entered into between the User and Randstad, drawn up pursuant to the law of 24 July 1987.  These general terms and conditions shall also apply as soon as the User entrusts an application to Randstad and Randstad proposes candidates to the User. 

1.2 Randstad shall always operate in accordance with the Business Principles, based on our core values: to know, serve and trust, simultaneous promotion of all interests and striving for perfection. We act with integrity and respect the human rights.  The full version of our Business Principles may be found at  https://www.randstad.be/over-ons/business-principles/.

1.3 Any possible purchase or other conditions of the User shall not apply and shall be explicitly rejected by Randstad.

1.4 Each derogation from the general terms and conditions must be explicitly agreed in writing.

article 2. the application

2.1 At his application, the User shall in due time provide to Randstad all details which are relevant for a good selection, among which an accurate description of the position and the required qualifications.  In doing so, the User may only state criteria which are relevant to the position.  When making the application, the User furthermore shall also state the wage, working times and breaks, work duration, activities, workplace, working conditions and the intended duration of the assignment. If the User will have the temporary agency worker perform work within the European Economic Area, the User shall notify Randstad in writing, prior to the secondment of the temporary agency worker, of the country or countries in which the temporary agency worker will work. The User shall indemnify Randstad against any consequences arising from the non-fulfilment of this obligation.

2.2  Based on the details provided by the User and the capacities, knowledge and skills of the candidates known by Randstad, Randstad shall determine which candidates it will put forward to the User.  The User may reject a candidate put forward insofar this is done because of the relevance of the position or other justified reasons.  

2.3  Randstad shall always endeavour to put forward a potentially suitable candidate. Randstad shall not be obliged to compensate any damage or costs incurred by the User, if Randstad for whatever reason does not put forward a candidate in time or not at all.  Randstad shall not be held liable, if for whatever reason a candidate it has put forward may not be made available to the User or if he terminates (prematurely) a started temporary assignment.

2.4 Randstad shall not be liable for any damage related to deploying candidates who turn out not to meet the requirements and expectations set out by the User, unless this damage is clearly the direct result of an attributable error by Randstad during the selection. 

2.5 If the User makes its own selection without Randstad interfering, the User shall be solely liable for this selection, and the User shall indemnify Randstad against any claim coming from third parties or from the temporary worker.

2.6 Any term indicated by Randstad is only indicative and as in particular dependent on the information provided by the User in line with Art.2 and 3 of these terms and conditions. Exceeding the deadlines will not confer any right to compensation or to dissolve the agreement.

article 3. obligations of the user when making use of temporary workers

3.1 As soon as a suitable candidate is selected, Randstad shall enter into a commercial agreement with the User on the one hand, and an employment contract for temporary work with the selected temporary worker on the other hand.   To this end, the User shall provide Randstad in time with all required information so that Randstad may offer the temporary worker a proper employment contract for temporary work prior to the employment.   The User shall provide at least the following details:
 name and number of his joint committee, and his joint subcommittee if any:

• name and number of his joint committee, and his joint subcommittee if any:
• the applicable reason for temporary work;
• the presence or absence of any trade union representative at his company;
• in the event of trade union representation and the reason “temporary increase in workload” is used, the date on which the union representative gave their
  consent to use this reason;
• in the event that the reason “replacement/end of contract” is used, the date of termination of the employment contract of the permanent employee
  being replaced;
• if the reason “intake” is used, whether it is a first, second, or third attempt at employment;
• The place of employment;
• The duration of the (successive) employment contract(s) for temporary work to be entered into with the temporary worker;
• the working time regulation at his company;
• the professional qualification of the temporary worker;
• the wage of the permanent worker(s) with the same qualification at the User's company;
• the specific characteristics of the workplace to be occupied by the temporary worker (workplace, result of the risk evaluations, medical surveillance and the
  personal protective equipment).

3.2 Furthermore, the User must immediately and in writing (or orally with written confirmation within 4 hours following the oral communication) report to Randstad any change in this respect;  

Without being exhaustive, this shall contain the following information:

• possible situations of strike or lockout or other forms of temporary unemployment;
• any possible occupational accident;
• any change in start, duration and end of the current employment contract for temporary work having an influence on the Dimona statement to be implemented by Randstad;
• the late presence or absence of the temporary workers;
• the non-renewal of an assignment;
• ...

3.3 When requesting a temporary worker for a flexi-job, it is the User’s responsibility to verify that all conditions of the flexi-job legislation are met (e.g. authorised sector, main NACE code, function, maximum salary, prohibition of employment in own or affiliated company, etc.). If flexi-job status subsequently proves, for whatever reason, not to be permitted, Randstad will rectify the performance of the temporary worker concerned to regular employment and will bill such performance to the User at the ordinary coefficients applicable to the job. During the employment of a temporary worker in a flexi-job, the User must communicate any adjustment to the agreed working hours in good time so that Randstad can implement the corresponding change to Dimona within the time limit imposed by the government. Failing this, Randstad will owe at least the contractual hours and these will be billed to the User.

3.4 If the User provides incomplete or wrong wage data or if he provides them late or not at all, he shall be solely responsible for any consequences arising herefrom.   All corrections and/or costs caused by this shall result in an extra invoicing to the User.  The User shall indemnify Randstad against any claim from third parties. 

3.5 The liability for the correct application of the reasons and terms of temporary work shall exclusively remain with the User; in terms of these reasons he shall also ensure, in the cases stipulated by law, the required authorizations of his own trade union delegation and communications to the competent authorities.  When using daily contracts, the User shall be solely responsible for the need of flexibility and the proof thereof. 

3.6 If the duration of the (successive) employment contracts for temporary work to be concluded with the temporary worker as specified by the User is subject to conditions, procedures and/or restrictions laid down by law or by CLA, as is the case for successive day contracts, as is the case if specific agreements have been made with a proper trade union, the User has sole responsibility for following and complying with them. Any financial compensation and/or penalties provided for or imposed in this connection shall be for the account of the User and, where applicable, shall be invoiced by Randstad on an additional basis.

3.7 Pursuant to section 10 of the law of 24 July 1987, temporary workers shall be entitled to the same gross wage, bonuses, meal vouchers and other wage components, as if they would be employed by the User on permanent basis.  The same goes for all indexations, conventional wage increases and possible new wage elements which during the employment of the temporary worker come into force. The User must inform Randstad regarding these wage data and their awarding modalities.

3.8  During the employment of the temporary worker, the User shall guarantee the application of the legal provisions on labour regulation and protection applied to the place of employment, pursuant to section 19 of the Law of 24 July 1987.  

Consequently, the User must treat the temporary workers as equally as his permanent staff, such as regarding working regulations, working time, surveillance on part-time work performances, working time reduction, compensations, breaks, official holidays, Sunday work, and night work. If the User does not respect this (the working hours contractually agreed with the temporary worker), even with other working conditions agreed with the temporary worker, the User will be required to reimburse Randstad for the costs associated with this changed employment for Randstad, such as, in particular, after a social inspection.

3.9 The User is co-responsible for the correct application of the Directive (EU) 2019/1152 on transparent and predictable terms of employment. If the temporary worker invokes adverse treatment after requesting a form of work with more predictable and secure working conditions, Randstad must provide proof that the adverse treatment was taken for reasons that are foreign to the exercise of the rights under collective bargaining agreement No 161. As only the User can indicate whether or not a form of work with more predictable and secure conditions of employment is available, he must, on Randstad’s simple written request, demonstrate in writing within a period of seven calendar days that there is no unfavourable treatment, i.e. demonstrate the existence of reasons alien to the exercise of the rights arising from collective bargaining agreement no. 161, and provide the necessary documentary evidence for this. If Randstad is ordered to pay damages, Randstad reserves the right to recover such damages from the User.  

3.10 The User is co-responsible for the correct application of the Directive (EU) 2019/1152 on transparent and predictable terms of employment. If the temporary worker requests a form of work with more predictable and secure working conditions, Randstad must, under Article 8 of collective bargaining agreement No 161, respond to the request in writing with reasons within a period of one month. On Randstad’s simple written request, the User will, within a period of seven calendar days, inform Randstad in writing whether or not a form of work with more predictable and secure conditions of employment with the User is possible. In case of refusal, postponement or counterproposal, the User will communicate the concrete reasons for this within the same period. If the User does not communicate the concrete reasons to Randstad within the specified period, Randstad reserves the right to recover the penalty under Article 174/2 of the Social Penal Code from the User. 

3.11 Regarding well-being at work (work safety and hygiene) the temporary worker shall also enjoy the same level of protection as the User's permanent employees.  The temporary worker may only perform the activities referred to in the workplace sheet or, if no workplace sheet is required, as referred to in the special commercial terms and conditions, in particular in the description of the workplace, the required professional qualification and the result of the risk evaluation.  

Pursuant to clause X.2-3 to X.2-5 of the Code on the well-being of workers, the User must, in the cases provided for, complete the workplace sheet and, regarding the availability of the temporary worker, remit it to Randstad.  When drawing up the workplace sheet, the User shall ensure to have taken advice from his prevention service and the occupational physician.

The User is responsible for organising all possible training (such as with a view to workplace safety) related to the temporary worker’s work.

The User bears the final responsibility for the provision of the work clothes and personal protective equipment, as well as for their cleaning, repair and maintenance in normal ready-to-use condition, even if a different commercial agreement on their provision was concluded with Randstad.

3.12 In the event of an occupational accident suffered by a temporary worker, the User shall, after having taken all urgent actions, immediately inform Randstad and supply all required information so that the accident report may be drawn up. If this report is drawn up too late or omitted, the User shall immediately be responsible. In the event of a serious occupational accident, the User shall draw up the detailed report and he shall pay all the costs related to this accident. Randstad shall make all necessary information available and, if required, cooperate with the investigation.

3.13 At the beginning of the contract, the User shall undertake to immediately and in writing communicate all required information to Randstad regarding the legal obligations to be observed in order to second a temporary worker abroad in a legally correct way, as well as any possible change which might arise.

The User shall be responsible, in the cases determined by law, to obtain the necessary licenses and to file the required declarations in order to second temporary workers abroad.  Randstad may by no means be held liable if the above mentioned provisions are not observed by the User.

3.14 Randstad shall only pay the costs belonging to the employer after the User has submitted to Randstad the documents proving these costs. If, after control by the tax or social security authorities, a correction must be made, the User shall bear full responsibility.  All costs arising herefrom shall also be borne by the User and shall be charged by Randstad to the User.

3.15 The User is aware that in accordance with Article 33, §1 of the Law of 4 August 1996 on the welfare of employees in their work, every employer is obliged to establish an Internal Service for Prevention and Protection at Work. If the said internal service cannot itself perform all the tasks entrusted to it by this Law and the implementing decrees, the User must additionally call on a recognised external service for prevention and protection at work.

3.16 The User also undertakes to provide Randstad with all relevant and necessary information in order for Randstad to properly comply with its reporting and disclosure duties under the Corporate Sustainability Reporting Directive (CSRD).

3.17 If the User wishes to make the temporary workers temporarily unemployed, it must provide Randstad with all information in this regard in a prompt manner in order to make the declarations of temporary unemployment correctly. If temporary unemployment is refused, then all costs will be re-billed to the User.

article 4. payment & Invoicing

4.1 Unless otherwise agreed explicitly in writing or laid down in these terms and conditions, invoicing shall be done on weekly basis.

4.2  The invoicing shall be done on the basis of:

• the gross salary and other salary elements applicable to the temporary worker;
  These are increased by Randstad by indexation of the salary and conventional salary increases applicable to the User.
• the time accounted for (=the performance as passed on by the User on paper, electronically, through Workaniser or in another agreed manner) with a minimum of the hours requested by the User, except if fewer hours were performed due to the sole fault of the temporary worker and if the information duty as provided for in these General Terms and Conditions was met;
  Regardless of the method of timekeeping, the User confirms the accuracy of the performance declared and the performance of the work carried out by the temporary worker. The User is liable for errors in timekeeping. Regardless of the method of timekeeping, the User will ensure that Randstad has the correct and complete timekeeping records, as soon as possible but no later than 12:00 on the Monday following the week worked by the temporary worker. If the User fails to provide Randstad with the time sheets in time, billing will be done on the basis of the hours requested by the User.
• the regulation applicable at the User for special performances performed by the temporary worker (such as overtime, shift and night work, performances on Sundays and public holidays, etc.). The salary supplement thus payable will be billed to the User at the same coefficient as that applied to the temporary worker’s basic pay or as used to calculate the rate.
• the non-worked hours and days granted and remunerated by the User to its permanent staff, such as legal and non-statutory holidays, replacement days for public holidays, minor leave, holidays, bridging days, first day of illness, extra allowance in connection with temporary unemployment, etc., to which the temporary worker is also entitled;
• any (termination) fees owed by Randstad to the temporary worker in the event of unilateral early termination of the employment of that temporary worker by the User;
• the agreed coefficients/rates/selection fees/additional amounts, costs and other price agreements; these will be unilaterally increased by Randstad in the event of an increase in direct or indirect employer charges, legal or regulatory changes affecting the actual cost, as well as any other possible factors determining the actual salary cost, as well as an increase in Randstad’s operating costs. They will in any case be amended in January of every year through indexation in line with the general consumer price index (reference: index for the month of October). A price adjustment takes effect from the billing of the services following the effective date of the price adjustment. If for the determination of the coefficients/rates or the granting of credit notes, specific (training) subsidies, exemption from payment of withholding tax on salary or other discounts and allowances are taken into account, and these are subsequently not (fully) acquired by Randstad, or must be (partly) repaid by Randstad, Randstad will additionally bill the User for the amounts not acquired or repaid or correct the credit notes previously granted to the User for this purpose.
• all elements not expressly agreed in writing to be included in the coefficients;
• the applicable VAT rate.

Applicable to recruitment & selection for permanent recruitment

4.3 Unless expressly agreed otherwise in writing or provided for in these terms and conditions, the agreed selection fees, plus the applicable VAT rate, will be billed in one amount at the time of the employment of the candidate proposed by Randstad with the User. The selection fee is calculated on a full-time work regime in line with the User’s sector and is payable in full regardless of the work regime in which the candidate is employed by the User.

Joint provisions

4.4 The Randstad invoices are payable immediately on the invoice date, unless otherwise agreed in writing. In any case, the Act of 2 August 2002 on the fight against payment arrears in commercial transactions shall apply.

If the User wishes to make a preliminary verification of the correctness of the performance prior to the preparation of the invoices by Randstad, or wishes the preliminary preparation of a pro forma bill, or wishes to have additional internal company information included on the invoices, a standard period of 15 calendar days will be taken into account for this verification, for the period between the pro forma and the final bill or the supply of the additional information. 

In accordance with the law, this period is always considered to be part of the maximum permissible legal payment period. If the term of 15 calendar days is exceeded through the fault of the User, the agreed term of payment will be shortened by the number of calendar days of excess.

If payment is made other than by bank transfer, direct debit or cheque, the collection costs will be charged to the User. If payment is not made by no later than the due date of the bill, interest of 1% per month will be payable by force of law and without prior notice of default. Furthermore, if the invoice remains unpaid one month after the due date, a one-time lump sum compensation of 15% of the outstanding amounts shall be payable, subject to a minimum amount of 125 Euros.

Any payment modality granted will lapse by force of law as soon as Randstad has to proceed with the collection by judicial means of outstanding invoices of the User. In case of written notice of default, in case of protested bills of exchange or uncovered vouchers, in case of summonses from the NSSO or other signs of threatened liquidity or dubious solvency at the expense of the User, the payment terms granted by Randstad will also lapse by force of law and automatically. In such cases, all invoices (even those that have not expired) shall be immediately due and payable by operation of law and without prior notice of default.

The temporary agency worker is not authorised to collect invoices on behalf of Randstad. Any payment by the User to the temporary worker of Randstad’s invoices are not opposable to Randstad.

4.5  All and any complaints regarding the invoices must have been received by Randstad by motivated registered mail within eight working days following the invoice date. No complaints shall be admissible after that date. Even if there is a dispute between the User and Randstad regarding the performance delivered or the execution by Randstad of the agreement, the User will always be required to pay the invoices for the performance of the temporary worker and will not be able to rely on any right of compensation or suspension of its payment duty.

4.6 Both parties undertake to comply with their legal obligations concerning invoicing as stated, for example, in VAT legislation. Both parties confirm that they will comply with the current statutory requirements for electronic invoicing and guarantee integrity, authenticity, readability and non-reputability of the electronic invoices exchanged. Both parties undertake to inform all relevant services of electronic invoicing. All electronic files are to be archived electronically in the original form as they are received. Electronic invoicing is accepted by both parties as being for an indefinite period.

4.7  In no event will the User be entitled to offset any amounts owed by the User to Randstad under this Agreement against any amount that Randstad or any other Randstad Group company may owe to the User.

article 5.  processing personal data

5.1. In the context of the execution of the agreed services of Randstad, there is a regular exchange of personal data (personal data of candidates, temporary employees, contact persons of the parties) in various ways (electronically, on paper, etc.). The User and Randstad are obliged to treat this data carefully and confidentially in accordance with the Law of July 30, 2018, and Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 (GDPR) regarding the protection of natural persons with regard to the processing of personal data and related laws and regulations ("Privacy Law"). Randstad follows the ISO27001 standard. This is the international standard for information security.

5.2. In the sense of the Privacy Law, both Randstad and the User are considered as data controllers unless the parties expressly agree that one of the parties is a processor on behalf of the other. In that case, the parties will agree on a data processing agreement.

5.3. The User may not demand data from Randstad that Randstad may not provide or collect under the Privacy Law. The user is responsible for the further processing of the data provided to him by Randstad.

5.4. Insofar as the User would process the transferred data outside the EEA (directly or via a processor) in a country that does not fall under an adequacy decision, he will ensure that a legal transfer mechanism in accordance with the Privacy Law is applied to the transfer in question. The User bears full responsibility for this.

5.5. The User is responsible for ensuring that only personal data is provided to Randstad if and insofar the User is entitled to do so and has obtained the required consent (if necessary) for this from the persons concerned. Randstad stores the personal data it receives exclusively within the European Economic Area (EEA). If and insofar as the processing of this personal data takes place outside the EEA, this will only take place in countries where, in the decision of the European Commission, an adequate level of protection exists or where Randstad has taken appropriate safeguards in accordance with the Privacy Law, in particular the provisions of Article 44 et seq. of the GDPR.

5.6. The privacy statement of Randstad applies to the processing of personal data of contact persons of the User. This policy can be consulted here.  . The User may be personally contacted by Randstad and the subsidiaries of the Randstad Group to stay informed about their commercial activities/actions using the personal data that Randstad has for the execution of this agreement.

5.7. The User indemnifies Randstad against any claim from candidates, temporary employees, employees of the User or of Randstad and other third parties against Randstad in connection with a violation by the User of the provisions of this article and compensates the associated costs incurred by Randstad.

article 6.  equal treatment and non-discrimination

6.1 For its service, Randstad shall apply the principles of equal treatment and non-discrimination.  As a result, Randstad and the User shall by no means treat the candidates / temporary workers discriminatory during the selection nor during or at the end of the employment. Randstad and the User shall not make any illegal distinction based on discriminating criteria such as age, gender, legal status, sexual orientation, philosophical or religious belief, trade union affiliation, political belief, race, ethnical origin or nationality, current or future health condition, language, handicap or physical characteristics. 

6.2  Randstad shall by no means be obliged to apply discriminating criteria nor may it be held liable by the User for not applying them.  Furthermore, Randstad shall be entitled to immediately end the present agreement with the User, without prior legal intervention and without prior notice of default, as a result of a request by the User to violate this non-discriminatory principle. In such case, the User may by no means claim any (damages) compensation from Randstad.

article 7. electronic communication

Use of IT resources

7.1. The User can gain access to Randstad ICT resources in the context of the agreed service(s). 

7.2. The use of these ICT resources by the User is limited to facilitating and use of Randstad's services. The right of use ends automatically upon termination of the service. The User is only entitled to use the ICT resources for his own internal business purposes and is not entitled to resell the ICT resources, whether or not bundled with his own services, to offer them to third parties on a different basis or to use them for the benefit of third parties.

7.3. The User will exercise all possible care when using the ICT resources and comply with the applicable laws and regulations, these terms and conditions and the conditions of use and/or user instructions provided by Randstad with the ICT resources. 

7.4. The User is responsible for the use that he and his employees, including third parties engaged by him, make of the ICT resources and guarantees that these employees or third parties are authorized and entitled to use the ICT resources. 

7.5. The User will compensate Randstad for all damage resulting from incorrect or unjustified use by (employees of) the User of the ICT resources and indemnify Randstad against claims from third parties related to this use. 

7.6. The User must treat the login details received as strictly confidential. In the event of suspected misuse of these login details, the User immediately reports this to Randstad, who will then deactivate the relevant login details as soon as possible.

7.7. Without prejudice to its other rights, Randstad may suspend the use of the ICT resources or deny the (relevant employee of the) User - temporarily or permanently - access to the ICT resources if he does not comply with the aforementioned conditions and instructions. Randstad is not liable for any damage suffered by the User as a result.

7.8. The User takes appropriate technical and organizational measures aimed at the correct and undisturbed use of the ICT resources and to prevent damage to the ICT resources and the associated exchanged information.

7.9. These ICT resources are for human use only. The User may not use automated systems to access or use the ICT resources, or link them to an automated system without written permission from Randstad.

Operation and availability of ICT resources

7.10. Randstad will make every reasonable effort to guarantee the availability and quality of the ICT resources. However, Randstad cannot guarantee that the ICT resources will be available continuously and without interference or that data will always be processed completely correctly. Randstad is expressly not responsible for disruptions in the availability and operation of the ICT resources as a result of force majeure (expressly including disruptions on the Internet, hacking and denial-of-service attacks) and/or due to actions or omissions of (employees of) the User or third parties engaged by the User.

7.11. The User will immediately inform Randstad if he notices any malfunctions or (per accident) gains access to data that is not intended for him. The User will provide all cooperation necessary for any malfunction investigation and will, if possible, immediately delete data not intended for him in the manner indicated by Randstad. If no fault is found or if the fault was caused by the User himself or by third parties he has engaged, Randstad reserves the right to charge the User the reasonable costs of the malfunction investigation and any malfunction resolution.

7.12. Randstad has the right to temporarily suspend the availability of ICT resources if this is necessary in connection with a change to be implemented or in connection with preventive and/or corrective maintenance. Randstad will make every reasonable effort to keep the inconvenience to the User as limited as possible.

7.13. Randstad has the right to adjust the IT resources from time to time, including in connection with technological developments, changes in its business processes or company policy. Existing functionality can be adjusted, supplemented or removed. If adjustments are made to the ICT resources that have a material impact for the User (for example because data must from now on be supplied in a new way), Randstad will - if possible - inform the User of this in advance via the ICT resources or in another way. The User must therefore regularly review any user instructions and other information that Randstad makes available via the ICT resources or otherwise and take them into account when using the ICT resources.

Security

7.14. Randstad takes appropriate technical and organizational measures to protect its ICT resources against viruses, malicious software, messages and unauthorized access and use of customer data. Randstad follows the ISO27001 standard for this, the international standard for information security.

7.15. Although Randstad strives to prevent contamination of ICT resources, unauthorized use, misuse and accidental damage or data loss, it is impossible to completely rule this out. Randstad accepts no liability for damage, loss or unauthorized use of customer data, unless this is demonstrably the result of intent or gross negligence on the part of Randstad.

7.16. If a link is made between the customer's systems and Randstad, the customer is responsible for taking adequate measures to protect its ICT resources and data against damage, misuse and unauthorized access via this link. Randstad may impose further requirements on this and reserves the right to temporarily suspend the connection if the customer's security poses a danger to Randstad's ICT resources or systems.

ICT resources and information

7.17. The information shown via the ICT resources is collected and compiled with care. However, Randstad cannot guarantee that this information is always correct, complete and up to date. If the User discovers that certain information is incorrect, he will immediately inform Randstad of this.

7.18. The User is personally responsible for the accuracy and completeness of the information that it provides to Randstad via ICT resources. Randstad is not obliged to check this information. If Randstad does do this in an appropriate case and advises on this, this is done without obligation and without acceptance of any liability for this.

7.19. The registration of information or legal acts via the ICT resources is decisive for content and the time of receipt of the exchange. In the event of a well-founded dispute by the User, Randstad will conduct a reasonable and transparent investigation and inform the User of the results. The User however has no right to suspend payments based on such a dispute.

Prescribed ICT resources or services from the User's supplier

7.20. If the User makes ICT resources available to Randstad, including for the exchange of data and the performance of legal acts, or prescribes the use of certain ICT resources and/or a specific supplier to Randstad, the following applies:

• The User declares and guarantees that he fully complies with the obligations imposed on the User under the General Data Protection Regulation, and in particular Articles 24, 25, 30, 32, 33, 34 GDPR.
• If the User (also) uses the services of a third party supplier, this third party supplier qualifies as the User's processor. The User declares and guarantees to Randstad that he has concluded the invoicing and the required binding agreements with the relevant supplier as his processor.
• The User declares and guarantees to Randstad in particular compliance with Articles 28 and 29 GDPR by the User and its processor.
• The User indemnifies Randstad against any claim against Randstad by candidates, employees, employees of the User or of Randstad and other third parties in connection with a violation by the User of the provisions of this article and will reimburse the related costs incurred by Randstad.

article 8. general provisions 

8.1 confidentiality

Randstad and the User shall not pass on to third parties any confidential information of or on the other party, its activities, employees, staff, clients and other relationships, of which they have gained knowledge during the implementation of the agreement, unless - and insofar - the passing on of this information is required to be able to properly carry out the assignment, or unless they are legally required to make this information public.  

For the purposes of this Agreement, confidential information will mean any information of a commercial, financial, technical or any other nature relating to the Parties and disclosed by the Parties to each other, whether orally, in writing or by any other means, as well as this Agreement and the information exchanged between the Parties in the course of entering into and performing it, which must reasonably be considered confidential. 

Both parties also undertake to impose the duties set out in the first paragraph of this article on their own employees and any external consultants used by the parties in the performance of this agreement and the work arising therefrom.

This article will enter into force from the date of signing the agreement and will remain in force for its entire duration and for a period of 5 years after the termination of the agreement.

The User is free to make agreements directly with the temporary worker on the confidentiality of confidential information or on the processing of personal data that the temporary worker receives during his employment with the User. Randstad will expressly not be liable for any fine, penalty or any damage incurred by the User as a result of any breach of a duty of confidentiality by the temporary worker.

8.2 intellectual property

All intellectual property rights on ICT resources, texts, data (files), formats, logos, brands, other visual and/or audio content and any other content, including the design, selection and its ranking, which the User shall be given access to as part of the offer or of the agreement, with the exception of content of the User, shall explicitly remain with Randstad or its licensors.  This shall also apply to any possible modifications, additions or works specifically requested and/or paid by the User.  With regard to the ICT resources and the content referred to above, the User shall only be given a temporary, personal, non-exclusive and non-transferable right of use, insofar and as long as this is required to enable the use of the services agreed between Randstad and the User.  Content that is specifically produced by Randstad for the User, such as a client-specific report, may also be used by the User - for its own internal business purposes - after the service has ended.

The User shall indemnify Randstad against all and any claims from third parties related to any alleged violation of the (intellectual property) rights of these third parties of content that was made available by the User to Randstad or to the employee as part of the offer or the agreement.

article 9. audit rights

9.1 The User may have up to one audit per year performed at Randstad. The following elements cannot be the subject of the audit: information about other Randstad clients, Randstad internal information not directly related to the execution of this agreement, price-sensitive information, information covered by the rules related to the protection of personal data or non-public information of employees which allows them to be personally identified. The audit can only be conducted by an external audit company. The auditors are bound by the confidentiality requirements and shall sign a confidentiality contract. The User will compensate Randstad for any damage caused by the non-compliance with the duty of confidentiality.

9.2  If the User wishes to carry out an audit, it must notify its intention in writing to Randstad at least ten (10) working days before the desired commencement along with the name of the audit company that will conduct the audit. Randstad may reject the audit company by means of a written statement sent within five (5) working days of the notification of the audit. Where appropriate, the User will choose another audit company after consultation with Randstad. 

9.3 The audit can only cover the documents relating to a period of 1 year prior to the written notification of Article 9.2. On completion of the audit, Randstad will receive a free copy of the audit report.

9.4 The User will bear all costs of the audit, both his own and Randstad’s. The hours spent by Randstad on the audit will be billed to the User at the then current hourly rates of customised services. 

article 10. jurisdiction of the courts and applicable law

The courts and tribunals of Brussels, Brussels division, unless Randstad expressly opts for the applicability of art. 624, 1° Ger.W., will have exclusive jurisdiction to take cognisance of any disputes arising from or relating to any agreement between the User and Randstad. Only Belgian law is applicable, to the exclusion of the referral rules provided for therein.

article 11. liability

general 

11.1 Randstad will carry out this assignment to the best of its knowledge and abilities, in accordance with the rules and taking into account the regulations, provisions and technical standards in this regard. This agreement is an obligation of means and not an obligation of results.

11.2 The User waives the applicability of the legal provisions regarding non-contractual liability under Articles 6.3 §1 and 6.3 §2 of the Civil Code, except in cases of intentional misconduct or a fault that affects the life or physical integrity of a person, in such a manner that the User - within the aforementioned limits - will not file a non-contractual claim against the counterparty and/or its auxiliaries for (alleged) contractual breach. This exemption clause does not apply to any non-contractual liability that cannot be excluded under Belgian law.

applicable to temporary work

11.3 Parties explicitly agree that Randstad's liability, except in cases of fraud, intent, or gross negligence, is limited to the number of the amounts invoiced and paid for the relevant activities in that calendar year, with an absolute maximum of €100,000 per calendar year.  Randstad's liability is limited to the direct damage directly resulting from the non-implementation or incorrect implementation of Randstad's assignment. Randstad may by no means be held liable for company damage or any other indirect damage suffered by the User, also including any damage as a result of lost profits, lost savings and/or the application of penalty clauses.  

11.4 Randstad is the temporary workers' legal employer, but Randstad will not exercise any authority on the temporary workers. In accordance with the Law of 24 July 1987 on Temporary Work and article 6.14 of the Civil Code, the temporary workers will fall under the authority and hence the civil liability of the User. As a consequence, the User shall exclusively be liable for all and any damage caused by the temporary worker to third parties.  The provision of a "temporary work clause" in the civil liability insurance of the User is recommended.

11.5 Unless due to its own omissions or actions, Randstad shall by no means be liable for any consequences arising from the absence and/or late presence of its temporary workers. 

11.6 Randstad shall not be liable either for the damage caused by the temporary worker to the User during and on the occasion of his employment at the User's.  Randstad shall not be liable either in the event of damage, loss, theft or disappearance of material, money or goods entrusted to the temporary worker.

11.7 In terms of selection, Randstad's liability may never be called upon if the User personally carries out the selection of the candidate temporary workers. 

11.8 Randstad shall not be liable either for any loans or advance payments, in kind or in cash, which may be allowed by the User to the temporary worker.  Furthermore, reclaiming the costs arising from the use of  telephone for private purposes, meals taken at the company restaurant, authorized purchases etc... shall be done without Randstad's intervention.

11.9 The User shall not be entitled to call upon Randstad's services in the event of temporary unemployment, strike or lockout at his enterprise.  Where appropriate, the User shall immediately notify Randstad in writing in this respect. The mandatory withdrawal of the temporary workers in such cases shall not entitle the User to any damages to be paid by Randstad.

11.10 If the User wishes to make use of the temporary employment catering, he shall be solely responsible for following up the quota granted to him.

11.11 The User shall be solely liable for returning the signed client contract and (the control on) returning the completed and signed performance states.

11.12 As laid down in the Law, during the employment of the temporary worker, the User shall be criminally liable in terms of correctly respecting the working times, official holidays, Sunday rest, women's work, protection of maternity, protection of breast-feeding mothers, juvenile work, night work, work regulations, provisions on controlling the performances of part-time employees, health and safety and health level of the work and the workplaces.

applicable to recruitment & selection for permanent recruitment

11.13 Randstad’s liability in connection with recruitment and selection for permanent recruitment is limited to 50% of the amounts billed and paid for the relevant work in the relevant calendar year, with an absolute maximum of EUR 100,000 per calendar year. Randstad’s liability will be limited to the direct damage directly resulting from Randstad’s failure to perform the assignment or to perform it correctly.

11.14 Randstad will make every effort to introduce a potentially suitable candidate to the User in a prompt manner but will not be required to compensate the User for any damage or costs if for any reason it is unable to introduce a candidate or is unable to do so in a prompt manner.

11.15 Randstad will not be liable for damage in connection with the hiring by the User of candidates who turn out not to meet the requirements and expectations set by the User, unless such damage is demonstrably the direct consequence of an attributable error by Randstad in the selection.

article 12. termination

12.1 If the User fails to comply with its legal duties or its duties set out in these General Terms and Conditions, as well as in case of non-payment and acting in violation of Randstad Business Principles, Randstad will be entitled, without being liable for the payment of any damages and retaining the right to claim damages from the User, to immediately terminate the current agreement(s) without prior judicial intervention or prior notice of default and to immediately withdraw its temporary workers . Randstad may choose to suspend its performance until the User fulfils its duties or terminate the agreement with the User.

12.2 In case of dissolution by Randstad as indicated above, in case of unilateral termination of the agreement by the User (Art. 1794 Civil Code), the User will pay a fixed compensation equal to the sum of the invoices Randstad would have made if the agreement had been fully executed, with a minimum of EUR 125 per calendar day.

12.3 Such liquidated damages will also be due in case of nullity of the agreement between the User and Randstad as a result of non-compliance by the latter with the legal duties imposed on it or as a result of erroneous information provided by the User when concluding the relevant agreement. 

12.4 Randstad reserves the right in any case to demand a higher compensation sum on condition that it can prove the extent of the damage.

12.5 In case of special – foreseen or unforeseen – circumstances, such as developments in laws and regulations, Randstad will be entitled to amend or terminate the agreement with immediate effect if, in view of such special circumstances, Randstad cannot reasonably be required to continue the agreement under the same terms and conditions.

12.6 In case of bankruptcy, cessation of payments or judicial reorganisation of the User, Randstad may immediately terminate the agreement without any compensation to the User. 

12.7 The provisions of the agreement and these General Terms and Conditions intended to survive termination of the agreement (including art. 14) will survive this agreement.

article 13. force majeure

If the implementation of the agreement has become impossible or unreasonably severe for one or for both parties, due to force majeure and thus totally beyond one's or their control or without any fault on one's or their part, the other party shall have the possibility to immediately terminate the agreement after a period of thirty (30) days after the onset of the force majeure, or at the onset of the force majeure if at the onset it becomes clear that the force majeure will last longer than 30 days.  

article 14.  takeover of temporary workers and employment of candidates by the user

Applicable to temporary work

The User may enter into an employment relationship or other contractual relationship (directly or through a third party) free of charge with a temporary worker for the same or another position once that temporary worker has performed at least 130 full NSSO days or 1040 hours with the User through Randstad. If the User will conclude such employment/contractual relationship with the temporary worker before the temporary worker has performed the minimum period through Randstad, i.e. 130 full NSSO days or 1040 hours, the selection fee as agreed in the agreement will be charged pro rata for the days/hours not respected. 

If, within 6 months after the presentation of a candidate temporary worker by Randstad, the User still will conclude an employment relationship/contractual relationship itself (directly or through a third party) with this candidate temporary worker originally rejected by it, the User will owe the agreed selection fee in full with immediate effect. Where appropriate, the gross annual salary will be calculated on the basis of the salary applicable at the User for the position in question (with the User’s Joint Committee pay scales as a minimum). 

The selection fee is lump sum budgeted and intended to reimburse Randstad’s efforts and costs incurred by Randstad in selecting, screening and presenting candidate temporary workers to the User in execution of this agreement, as well as the profit lost by Randstad as a result. 

This regulation applies to every (candidate) temporary worker regardless of the applicable social security status (regular, student, flexi, etc.) as the same efforts and costs must be made and incurred. In contrast, this arrangement does not apply to temporary workers recruited and selected by the User. This article will remain in force until 1 year after the termination of this agreement.

The term “temporary worker” is defined as:

• the temporary worker selected by Randstad (in any status: regular, student, flexi, etc.) who was made available to the User under a temporary employment contract.
• the candidate introduced by Randstad to the User.

Temporary worker’s gross annual salary means the temporary worker‘s last applicable hourly salary x the average number of hours per week applicable in the User’s sector for full-time employment x 4.33 x 13.92.

The definition of entering into an employment relationship with the temporary worker is:

• entering into an employment contract by the User with the temporary worker;
• having the relevant temporary worker made available to the User by a third party (including another temporary employment agency);
• entering into a contract of employment with the temporary worker or with a third party who has recruited the temporary worker for this purpose;
• entering into an employment relationship by the temporary worker and a third party, where the User and that third party belong to the same group, are parent or subsidiary companies of each other or are affiliated or associated companies, in line with Title 4, Chapter 3 of the Companies and Associations Code.

Applicable to recruitment & selection for permanent recruitment

For each candidate selected by Randstad, proposed and hired by the User, Randstad will bill an agreed all-in selection fee. 

Will mean gross annual salary: the hourly salary applicable at the User for the position concerned (with the User’s Joint Committee pay scales as a minimum) x the number of hours per week applicable in the User’s sector for full-time employment x 4.33 x 13.92.

This selection fee is also due in full if the User will conclude an employment relationship or contractual relationship (directly or through a third party) with a candidate rejected by it within the 6 months following the presentation of this candidate by Randstad. This article will remain in force until 1 year after the termination of this agreement.

article 15. sanctions

The User declares that it is not part of or controlled by any party that is the subject of Sanctions, nor is it itself or through any of its subsidiaries, officers, directors or employees the subject of Sanctions. The User represents that no party that owns or controls it, nor the User itself or any of its subsidiaries, officers, directors or employees thereof, has ever been subject to any claim, proceeding, formal notice or investigation relating to Sanctions. The User will take all reasonable steps to ensure that it and its subsidiaries comply with the Sanctions Regulations and do not engage in any activities that would cause Randstad, Randstad’s permanent employees, board members or temporary workers to breach the Sanctions Regulations. The User must ensure that it does not provide Randstad with any funds derived from business or transactions with a party that is the target of Sanctions, or from any activity that breaches a Sanction. “Sanctions” includes any trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures administered, enacted or implemented by a relevant sanctions authority.

Article 16.  final provisions 

16.1 The parties agree that the provisions of these General Terms and Conditions shall be interpreted in accordance with the law and that they shall therefore apply only insofar as they are not contrary to provisions of mandatory law or public order.

16.2 The invalidity or non-enforceability of one or more provisions of this Agreement in no way compromises the validity or non-enforceability of the other provisions. Parties undertake to do everything that is reasonably necessary or advisable to keep the non-valid or unenforceable provision and this contract in force, or to replace such provisions with other provisions that have substantially the same economic effect for the parties. The agreement will remain in force until then as if such void provision had never existed insofar as the application of the present Article does not ignore the commercial objective of the parties under this agreement.

16.3 These General Terms and Conditions may not contain any deletions and will apply exclusively to any agreement between the User and Randstad, to the exclusion of any other terms and conditions, not otherwise expressly agreed in writing.