General Terms and Conditions

01Party details

1.1 These General Terms and Conditions are used by Candoo XYZ B.V., trading under the name Candoo Bridge, with its postal address at Andries van Bronckhorstlaan 499, 3201 XK Spijkenisse, the Netherlands, and its visiting address at 3e Industriestraat 23G, 3133 EJ Vlaardingen, the Netherlands, hereinafter referred to as: Candoo Bridge.

1.2 Candoo Bridge is a trade name of Candoo XYZ B.V. and will be transferred to Candoo Bridge B.V. after incorporation.

1.3 After the incorporation of Candoo Bridge B.V., the rights and obligations under agreements entered into in the name of Candoo Bridge may be confirmed, assumed and continued by Candoo Bridge B.V.

1.4 Candoo Bridge is validly represented, on behalf of Candoo XYZ B.V., by Pieter Stouten and/or Jose Matos, unless otherwise recorded in writing.

02Definitions

In these General Terms and Conditions, the following definitions apply:

• Candoo Bridge: Candoo XYZ B.V., trading under the name Candoo Bridge, and, after incorporation, Candoo Bridge B.V. to the extent that it has assumed the relevant rights and obligations.
• Phase 1: the phase in which Candoo Bridge acts solely as a recruitment & selection, mediation, introduction and commercial cooperation partner and does not itself contract professionals as an employer, temporary employment agency, payroll employer or secondment provider.
• Customer: any party that uses services, introductions, candidates, professionals, information or commercial support provided by Candoo Bridge.
• Partner: a customer or cooperation party that itself contracts, pays, deploys, places onwards, accommodates or assigns professionals to end clients.
• Client: the party at or for whom the professional actually performs work.
• End Client: the ultimate party to whom the professional is assigned by a partner, client or other party.
• Candidate: any person recruited, selected, presented, introduced or included in the network or talent pool of Candoo Bridge.
• Professional: any candidate who will perform or performs work through, at or for a customer, partner, client or end client.
• Self-employed Professional: a professional who performs or wishes to perform work as a self-employed person without employees.
• Employee: a professional who enters into an employment agreement with a partner, client, customer or end client.
• Introduction: any oral, written, digital, telephone, personal or commercial disclosure of a candidate or professional to a customer, partner, client or end client.
• Fee: the remuneration received by Candoo Bridge for recruitment, selection, introduction, mediation, monitoring, commercial cooperation and/or other agreed services.
• Hours Worked: all hours worked directly or indirectly by a candidate or professional at or for a customer, partner, client, end client or affiliated party.
• Anonymised Profile: a candidate profile from which direct identifiers, including name, telephone number, email address and exact address details, have been removed or masked.
• Affiliated Party: any group company, sister company, subsidiary, shareholder, director, franchisee, cooperation partner, client, end client or other party directly or indirectly connected with a customer, partner or client.

03Applicability

3.1 These General Terms and Conditions apply to all offers, quotations, agreements, introductions, mediations, services, collaborations, data sharing and commercial arrangements of Candoo Bridge.

3.2 These terms apply to all customers, partners, clients, end clients, candidates, professionals, self-employed professionals and other parties that directly or indirectly use the services, information, candidates or introductions of Candoo Bridge. The commercial provisions in Articles 8 to 11, including fee and minimum deployment commitments, apply exclusively to Customers, Partners, Clients, End Clients and Affiliated Parties, and do not create obligations or entitlements for Candidates, Professionals or Self-employed Professionals.

3.3 Deviations from these General Terms and Conditions are valid only if confirmed by Candoo Bridge in writing.

3.4 The applicability of general terms and conditions of a customer, partner, client or other party is expressly excluded, unless Candoo Bridge accepts them in writing.

3.5 If any provision of these General Terms and Conditions is void or annulled, the remaining provisions will remain fully in force. The parties will replace the relevant provision with a valid provision that most closely reflects the purpose and intent of the original provision.

04Role of Candoo Bridge in Phase 1

4.1 In Phase 1, Candoo Bridge acts solely as a recruitment & selection, mediation, introduction and commercial cooperation partner.

4.2 In Phase 1, Candoo Bridge does not itself enter into an employment agreement, contract for services, temporary employment agreement, payroll agreement or secondment agreement with the professional, unless the parties expressly agree otherwise in writing.

4.3 In Phase 1, Candoo Bridge does not itself make workers available. The formal contracting, payroll, remittances, tax assessment, accommodation, instruction, work scheduling and deployment of the professional are the responsibility of the party that contracts or actually deploys the professional.

4.4 The customer, partner or client acknowledges that, in Phase 1, Candoo Bridge does not act as the formal employer, supplier of labour, payroll employer, secondment provider or party to the professional's employment agreement or contract for services.

4.5 If a partner or client itself carries out activities involving the supply of labour, temporary employment, payrolling or employment mediation, that partner or client remains fully responsible for compliance with all applicable laws and regulations.

4.6 Candoo Bridge may monitor candidates and professionals with regard to quality, satisfaction, availability, cooperation and progress. Such monitoring does not create an employment relationship, authority or contractual responsibility for the performance of the work.

4.7 If additional guidance, coaching, onboarding, evaluation meetings or performance support is required, the parties will make separate written arrangements for this.

05Services of Candoo Bridge

5.1 The services of Candoo Bridge may include, among other things:

• recruiting candidates;
• selecting candidates;
• pre-checking skills, experience, motivation, availability and general suitability;
• compiling and sharing anonymised or full profiles;
• introducing candidates to customers, partners or clients;
• maintaining contact with candidates and professionals;
• monitoring quality and satisfaction;
• identifying, discussing and escalating areas for improvement;
• advising on commercial deployability;
• maintaining a talent pool;
• facilitating communication between candidate, professional, partner, client and/or end client.

5.2 In Phase 1, Candoo Bridge carries out only a pre-check. Official checks, including identity checks, right-to-work checks, right-of-residence checks, Dutch citizen service number checks, payroll administration, tax assessment, collective labour agreement applicability and contractual assessment, are the responsibility of the contracting party.

5.3 Candoo Bridge may offer candidates and professionals again to other customers, partners or clients, unless exclusivity has been agreed in writing and the agreed remuneration for it has been paid in full.

13Privacy, talent pool and communication

13.1 Candoo Bridge processes personal data of candidates and professionals for recruitment, selection, mediation, introduction, talent pool management, commercial cooperation, monitoring, communication and quality improvement.

13.2 Candoo Bridge may process, among other things, the following data:

• name;
• address;
• telephone number;
• email address;
• CV;
• work experience;
• education;
• certificates;
• skills;
• language level;
• availability;
• preferences;
• salary expectation or rate indication;
• communication preferences;
• interview notes;
• feedback from customers, partners or clients;
• relevant placement and progress information.

13.3 Candoo Bridge processes data within the European Union and does not share data outside the European Union unless there is a valid legal basis and appropriate safeguards.

13.4 Candoo Bridge uses, among other things, its own tooling and connected software solutions, including Zapier or similar automation software, for processing and workflow support.

13.5 Candidates and professionals may give consent to communication by email, telephone, WhatsApp, SMS, LinkedIn or other common communication channels.

13.6 Candidates and professionals may be included in the Candoo Bridge talent pool. Data are in principle retained for up to 24 months after the last substantive contact, unless longer retention is necessary on the basis of legal obligations, legitimate interest or renewed consent.

13.7 Candidates and professionals may exercise their privacy rights, including the right of access, correction, erasure, restriction, objection and withdrawal of consent, where applicable.

13.8 For further information about the processing of personal data, Candoo Bridge may use a separate privacy notice and consent declaration.

15Quality, satisfaction, complaints and improvement points

15.1 Candoo Bridge may stay in contact with candidates, professionals, customers, partners and clients about quality, satisfaction, cooperation, deployability and improvement points.

15.2 Complaints, reports or improvement points about work, payment, accommodation, safety, treatment, communication or cooperation may be reported via verbeterpunt@candoo.xyz.

15.3 Where there are indications of dissatisfaction, unsafe conditions, improper treatment, inadequate accommodation, discrimination, intimidation, incorrect payment or other circumstances that may harm the cooperation, Candoo Bridge may discuss these indications with the party concerned and urge appropriate improvement.

15.4 By identifying, discussing or escalating complaints, Candoo Bridge does not assume employer responsibility, commissioning-party responsibility or liability for the actual situation.

15.5 Candoo Bridge may suspend or terminate introductions, cooperation, data sharing, commercial support or further mediation if there are reasonable indications of:

• non-payment;
• incorrect time recording;
• unsafe working conditions;
• inadequate accommodation;
• discrimination;
• intimidation;
• misrepresentation;
• structural dissatisfaction;
• reputational damage;
• a breach of the GDPR;
• non-compliance with laws and regulations;
• other conduct incompatible with good employership or good commissioning practice.

15.6 Candoo Bridge may withdraw a candidate or professional from an ongoing or intended process if, in Candoo Bridge's reasonable opinion, continuation would be harmful, unsafe, careless or undesirable.

16No guarantees

16.1 Candoo Bridge makes efforts to recruit, select, introduce and monitor candidates and professionals carefully, but gives no guarantee of placement, availability, suitability, performance, productivity, continuity or result.

16.2 Customers, partners and clients remain responsible for the final selection, assessment, contracting, supervision and deployment of candidates and professionals.

16.3 Candoo Bridge is not liable for absence, illness, departure, inadequate performance, conflicts, damage, errors, acts or omissions of candidates or professionals, unless there is intent or deliberate recklessness on the part of Candoo Bridge.

16.4 Candoo Bridge is not liable for decisions of customers, partners or clients based on information, profiles or advice provided by Candoo Bridge.

17Liability

17.1 The liability of Candoo Bridge is limited to direct loss that is the direct consequence of an attributable failure by Candoo Bridge.

17.2 Candoo Bridge is not liable for indirect loss, consequential loss, loss of profit, lost savings, loss of turnover, reputational damage, business interruption, lost assignments, loss of data or third-party claims.

17.3 The total liability of Candoo Bridge is limited to the amount paid to Candoo Bridge by the relevant customer, partner or client in the three months preceding the event causing the loss, with a maximum of EUR 10,000.

17.4 If Candoo Bridge is insured and the insurance pays out in a specific case, liability is limited to the amount actually paid by the insurer.

17.5 The limitations of liability do not apply in the event of intent or deliberate recklessness by Candoo Bridge.

17.6 Any claim against Candoo Bridge expires 12 months after the moment at which the injured party became aware, or could reasonably have become aware, of the loss and the party liable for it.

19Confidentiality

19.1 The parties are required to keep confidential information confidential.

19.2 Confidential information includes in any event:

• candidate and professional data;
• rates;
• fee arrangements;
• margins;
• commercial models;
• partner information;
• client information;
• tooling;
• processes;
• working methods;
• documents;
• all information that can reasonably be understood to be confidential.

19.3 Confidential information may be used only for the performance of the cooperation with Candoo Bridge.

19.4 The confidentiality obligation remains in force after termination of the cooperation.

20Intellectual property and materials

20.1 All rights in the working methods, models, texts, formats, processes, documents, profiles, systems, tooling, templates, selection methods and commercial concepts of Candoo Bridge remain the property of Candoo Bridge.

20.2 Customers, partners and clients receive only a limited, non-exclusive and non-transferable right of use to the extent necessary for the agreed cooperation.

20.3 It is not permitted to copy, reuse, resell, disclose or provide to third parties any materials, profiles, processes, formats or documents of Candoo Bridge without Candoo Bridge's written consent.

21Duration, notice and termination

21.1 These General Terms and Conditions apply for as long as there is a relationship, cooperation, introduction, fee arrangement, data processing or other legal relationship with Candoo Bridge.

21.2 Specific partner, placement or project agreements may contain their own term and notice arrangements.

21.3 Unless otherwise agreed in writing, the provisions on fees, relationship protection, payment, confidentiality, privacy, liability and indemnity remain in force after termination of the cooperation.

21.4 Candoo Bridge may terminate or suspend the cooperation, in whole or in part and with immediate effect, in the event of:

• non-payment;
• circumvention;
• incorrect or incomplete time recording;
• breach of privacy rules;
• breach of confidentiality;
• misconduct concerning professionals;
• reputational damage;
• unsafe or unlawful working conditions;
• non-compliance with laws and regulations;
• bankruptcy, suspension of payments or cessation of business;
• other circumstances in which Candoo Bridge cannot reasonably be expected to continue.

21.5 Termination does not affect rights already accrued by Candoo Bridge, including outstanding invoices, fees, penalties and compensation.

22Phase 2 reservation

22.1 Candoo Bridge is exploring the possibility of contracting professionals itself or otherwise formally making them available in a later phase.

22.2 These Phase 1 terms do not grant permission for, impose an obligation to, or create an automatic transition to a Phase 2 model.

22.3 If Candoo Bridge activates Phase 2, the parties will make new written arrangements and additional or replacement terms, agreements and compliance requirements may apply.

22.4 Until otherwise agreed in writing, Candoo Bridge will act solely within the Phase 1 role described in these Terms and Conditions.

23Force majeure

23.1 Candoo Bridge is not required to perform any obligation if it is prevented from doing so by force majeure.

23.2 Force majeure includes, among other things: failures in software or communication systems, illness, staff absence, government measures, changes in laws and regulations, international restrictions, war, strikes, pandemics, loss of data through no fault of Candoo Bridge, supplier failures or other circumstances beyond Candoo Bridge's reasonable control.

23.3 If force majeure lasts longer than 60 days, the parties may terminate the relevant agreement in writing without liability for damages, while retaining payment obligations for services already performed.

24Applicable law and disputes

24.1 All legal relationships with Candoo Bridge are governed by Dutch law.

24.2 The parties will first try to resolve disputes through consultation in good faith.

24.3 If consultation does not lead to a solution, disputes will be submitted to the competent court in the district where Candoo Bridge has its registered office or place of business, unless mandatory law provides otherwise.

25Final provision

25.1 These General Terms and Conditions form the basis for Phase 1 of Candoo Bridge.

25.2 Additional documents may apply in specific situations, including:

• Partner Agreement for Recruitment, Selection, Introduction & Commercial Fee: Phase 1;
• Direct Placement and Fee Agreement: Phase 1;
• Candidate and Professional Data Sharing Agreement;
• Privacy Notice & Consent - Candidate/Self-employed Professional/Professional;
• Candidate Declaration - Candoo Bridge Partner Placement;
• Partner Compliance Appendix;
• Self-employed Professional Checklist.

25.3 In the event of a conflict between these General Terms and Conditions and a specific agreement signed by Candoo Bridge and the relevant Customer, Partner or Client, that specific agreement prevails only to the extent that it expressly deviates from these General Terms and Conditions. A direct agreement between a Customer, Partner or Client and a Candidate, Professional or Self-employed Professional governs their mutual legal relationship, but does not amend, limit or override Candoo Bridge's relationship protection, fee, minimum-fee, payment or other commercial rights unless Candoo Bridge expressly agrees to this in writing.

26Addenda and acceptance

These General Terms and Conditions apply to all parties. In addition:

• Customers, Partners, Clients, End Clients and Affiliated Parties are bound by the B2B Addendum, which contains the commercial provisions on responsibilities, introductions, relationship protection, fees, minimum deployment, hours worked, invoicing, data sharing and indemnity.
• Candidates, Professionals and Self-employed Professionals are bound by the Candidate Addendum.

By entering into cooperation with Candoo Bridge, using its services or introductions, or submitting a form to Candoo Bridge, a party accepts these General Terms and the addendum that applies to it. Where a party acts in more than one capacity, each applicable addendum applies to that party in that capacity.