In these general terms and conditions of Top Employers Institute (‘Terms’) the following definitions will have the following meaning:
Top Employers Institute: every company (subsidiary) that in any way is affiliated with Top Employers Institute International, and intends to enter, enters or has entered into a legal relation with Participant;
Participant: any (legal) person with whom Top Employers Institute intends to enter, enters or has entered into a legal relation;
Quality seal: a quality seal as described in these Terms to be granted to a Participant at the discretion of Top Employers Institute;
Order: all requests of Participant to Top Employers Institute to enter into an Agreement;
Agreement: any agreement (including a participation form) and/or other kind of legal relation between Parties with respect to the delivery of goods and/or services by or on behalf of Top Employers Institute, as well as related subjects;
Parties, Party respectively: Participant and/or Top Employers Institute.
2 Terms & Agreement
2.1 The Terms shall apply to all Offers, Orders and/or Agreements. Parties
declare and acknowledge explicitly that to that offer and/or agreement no other (general) purchase, delivery or other terms shall apply than these terms. It shall solely be possible to deviate from the Terms with the previous explicit permission of Top Employers Institute and a written agreement about this between Parties.2.2 An Agreement shall only be established when (i) Top Employers Institute has explicitly confirmed the agreement by mail, telefax, by e-mail and/or other marketcustomary electronic communication means; or (ii) Top Employers Institute performs acts that show that it has accepted the Order.3
3.1 The Participant will furnish Top Employers Institute in a timely manner with all information and data necessary for Top Employers Institute to carry out the Agreement, including information Participant may reasonably understand to be useful. If aforementioned information is not timely furnished, Top Employers Institute is entitled to suspend the execution of the Agreement and/or to charge the resulting extra costs; without prejudice to the obligation to pay of Participant.3.2 Top Employers Institute reserves the right to suspend the execution of the Agreement(s) – including but not limited to postponement of (i) benchmarking and related activities, (ii) presentation of a quality seal or (ii) a publication date – for any event Top Employers Institute shall not be liable. If it concerns such a suspension or postponement, the obligations of Top Employers Institute shall be automatically suspended for the duration as long as this continues. If suspension or postponement continues for more than three (3) months, both Parties shall be authorised to dissolve the Agreement, without any obligation or compensation.
4.1 Participation sum(s) and other payments/prices are expressed in Euro (EUR) and are exclusive of VAT.4.2 Top Employers Institute shall be authorised to invoice fifty (50) percent of the Participation sum(s) upon signing of the Agreement, and the other amount(s) thereafter.4.3 Invoices of Top Employers Institute shall be immediately due and payable, and shall be integrally paid by Participant no later than fourteen (14) days from the invoice date. Payment shall be made without any settlement, discount an/or suspension.4.4 If the invoice is not paid within the term of payment of fourteen (14) days from the date of the concerning invoice, Participant shall immediately be in default and Top Employers Institute shall be authorised to suspend the execution of any Agreement, and Participant shall be indebted legal trading interest based on the invoiced amount, not limiting other rights Top Employers Institute is entitled to.
5 Secrecy,Intellectual property & Quality seal
5.1 Each Party shall maintain confidentiality regarding confidential information received from or (on behalf of) the other party in the scope of the Agreement. Information shall be deemed confidential if this has been stated explicitly by the other Party, or if this follows naturally from the content of the information, except the information and data Top Employers Institute has included or includes in any publication.5.2 Top Employers Institute is exclusively entitled to all intellectual property rights and powers with respect to any publication, quality seal and related goods and services. Top Employers Institute reserves the rights and powers with respect thereto, and Participant shall not obtain any rights (of use) and/or other powers, unless otherwise unambiguously confirmed by Top Employers Institute in writing to Participant. Everything furnished by Top Employers Institute shall solely be intended to be used by Top Employers Institute and may not be multiplied, divulged or brought to the knowledge of third parties without Top Employers Institute’s permission. In case of Participant violating the same, a penalty/penalties shall immediately be due for payment of (i) EUR 5,000 per event, and (ii) EUR 1,000 for each calendar day that such a violation continues without any further declaration of default, all this without prejudice to the right of Top Employers Institute to full compensation and damages from Participant, and without prejudice to the other rights of Top Employers Institute.5.3 From case to case and to its discretion, Top Employers Institute may issue a quality seal to one or several Participant(s), amongst others on the basis of certain skills and qualities of Participant compared with those of third parties. In such event Top Employers Institute shall furnish a separate written confirmation and certificate, with which Top Employers Institute grants the concerned Participant(s) a non-exclusive, non-transferable right to use that quality seal in accordance with the contents of the confirmation and the certificate, all this for the duration of one (1) year after that confirmation has been furnished.
6.1 Under the conditions described in this article 6, each Party may cancel at any time the Agreement in writing. If Top Employers Institute decides to terminate the Agreement, and such a decision is reasonably attributable to Participant, Participant shall not owe Top Employers Institute any Participation sum.6.2 If Participant terminates the Agreement after signing of the Agreement, but before any questionnaire has been completed or investigation or interview has been conducted by Top Employers Institute, Participant shall owe Top Employers Institute a compensation of 50 % of the Participation sum.6.3 If Participant terminates the Agreement after the moment described in article 6.2, Participant shall owe Top Employers Institute a compensation of 100% of the participation sum.
7.1 Any right to compensation towards Top Employers Institute, if any, shall only arise if Participant notifies Top Employers Institute as soon as possible after the damage has arisen, however in any event within ten (10) days after Participant has become - or should have been - aware of that damage, and the notice is in writing and in a detailed manner.7.2 Top Employers Institute is not be liable for compensation or damage of any nature, originating from information that Participant has furnished CRF. Any liability of CRF shall be limited to the paid participation sum. Except for the intent or gross negligence of the CRF management, CRF shall never be liable for indirect damage, including but not limited to consequential loss, lost profit, lost savings and damage because of business stagnation.
8 Law & Forum
8.1 The laws of the Netherlands are exclusively applicable to the Terms, Agreement(s) and/or the execution thereof.8.2 All disputes arising from the Terms, Agreement(s) and/or the execution thereof, and/or connected therewith shall be submitted exclusively to the competent Court in Amsterdam, unless CRF as plaintiff or applicant chooses for the competent Court in the place of residence or place of business of Participant, and unless Parties after a dispute has arisen yet agree on binding advice or arbitration.