Article 1. Definitions
1.1. In these general terms and conditions, the following terms, always written with a capital letter, have the following meaning, regardless of whether they are used in plural or singular form:
The assignment to investigate the potential of a Candidate by means of practical simulations, tests, questionnaires, interviews, or other research methods;
All information, including the answers to Assessments, that are made available to The Selection Lab by the Candidate;
The services to be provided by The Selection Lab to the Client, consisting of offering Assessments to Candidates and Employees and making the Results available, as described in more detail in the Agreement;
All intellectual property rights and related rights, such as copyrights, trademark rights, database rights, trade name rights and related rights, as well as related rights such as rights to know-how and so-called one-line performances;
The natural person who makes use of the Service through the Client in order to make an Assessment, such as job applicants and employees of the Client;
The natural person employed by the Client;
The natural person or legal entity who enters into an Agreement with The Selection Lab for the use of the Service;
The agreement between The Selection Lab and the Client to which these general terms and conditions apply;
The results of the Assessments made by the Candidates and made available to the Client by The Selection Lab, consisting of, but not limited to, scores on Cognitive intelligence, The Big Five personality dimensions, Emotional intelligence, Grit, Motives, Culture preference and the Fit score;
The private company The Selection Lab B.V., with its registered office at Eerste Helmersstraat 78(2) in (1054 DL) Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 01174535.
The website of The Selection Lab, accessible via www.theselectionlab.com and/or subdomains and/or other domain names and all underlying pages.
Article 2. Applicability
2.1. These general terms and conditions apply to all The Selection Lab's legal acts, all legal relationships between parties, such as the Agreement, all offers and quotations and the provision of the Service.
2.2. The applicability of any purchase or other conditions of the Client is explicitly rejected.
2.3. If any provision of these general terms and conditions and/or Agreement is null and void or is destroyed, the other provisions of the general terms and conditions and/or Agreement shall remain fully in force. The Selection Lab will replace the void or annulled provisions with new provisions, taking into account the purpose and meaning of the void or annulled provision as far as possible.
2.4. Changes of minor importance can be made at all times without asking the Customer for approval and without giving the Customer the right to terminate the Agreement.
Article 3. The Service
3.1. The Selection Lab shall make every effort to provide the Service with care. Unless explicitly agreed otherwise in writing, the Service of The Selection Lab is performed on the basis of a best-efforts obligation.
3.2. Delivery dates given by The Selection Lab are not firm dates, but are always indicative. The mere fact that a (delivery) date or date agreed between the Parties is exceeded does not cause The Selection Lab to be in default. In all cases, The Selection Lab is only in default after the Client has given it written notice of default. The notice of default must contain as complete and detailed a description of the shortcoming as possible, as well as a reasonable time limit for remedying the shortcoming.
3.3. The Selection Lab can make changes to the content or scope of the Service. The Selection Lab notifies the Client about this as soon as possible.
3.4. The Selection Lab does not guarantee that the Service and/or the Website is accessible at all times and without interruptions, faults or failures, or that the Service is efficient or that the use of the Service or the Results will lead to specific results.
Article 4. Provision of information by the Client
4.1. The Client is obliged to do and to refrain from doing everything that is reasonably necessary and desirable to make timely and proper performance of the Service possible. In particular, the Client makes sure that all information, data, documents, hardware, software, materials or employees, which The Selection Lab indicates are needed or which the Client should reasonably understand are needed to perform the Agreement, are made available to The Selection Lab on time, in the desired form and in the desired manner.
4.2. The Client guarantees the accuracy, completeness, and reliability of the data and documents provided to The Selection Lab, even if they originate from third parties, insofar as the nature of the order does not indicate otherwise.
4.3. If the Client does not provide The Selection Lab with the data, documents, hardware, software, materials, or employees that The Selection Lab deems useful, necessary, or desirable for performing the Agreement, or does not provide them on time or in accordance with The Selection Lab's wishes, The Selection Lab has the right to suspend performance of the Agreement in whole or in part, and The Selection Lab also has the right to charge the resulting costs in accordance with The Selection Lab's customary rates, all of this without prejudice to The Selection Lab's right to exercise any other legal and/or agreed right.
4.4. The Client indemnifies The Selection Lab completely against all claims from third parties that in any way result from and/or are related to the use by The Selection Lab of information, data documents, hardware, software, materials, or employees provided by the Client.
Article 5. Content and Results
5.1. The Selection Lab does not guarantee that (positive) Results will actually lead to the conclusion of any (employment) agreement between Candidate and Client. The Selection Lab is not responsible for the decisions that the Client makes based on the Results.
5.2. The Client is responsible for the selection, use, and application of the Results and Content obtained through the Service.
5.3. The Selection Lab does not guarantee the accuracy and content of the Content provided by the Candidates in the context of the Assessments.
5.4. The Selection Lab is not responsible for errors in data transfer, failure, or unavailability of computer, smartphone, tablet, data or telecommunication facilities, including the Internet; or the making of back-up copies of Content or Results.
Article 6. Privacy
6.2. In the context of the Service, the Client may obtain personal data, including Content and Results, from Candidates or The Selection Lab may provide personal data from Candidates. Insofar as the Client processes personal data within the meaning of the AVG, the Client must be regarded as the data controller. The Client guarantees that it fully complies with all applicable legal obligations, including but not limited to the obligations under the AVG, with regard to the personal data.
Article 7. Confidentiality
7.1. Parties will treat information which they provide to each other before, during or after the execution of the Agreement confidentially if this information is marked confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. Parties shall also impose this obligation on their employees and on third parties engaged by them for the performance of the Agreement.
Article 8. IP rights
8.1. The IP rights in relation to the Website and the Service, as well as the Results, Content, and Assessments made available to the Client or Candidates through the Service, belong to The Selection Lab and/or its licensors. Nothing in these general terms and conditions is intended to transfer any IP right to the Client.
8.2. Provided that the Client fulfils its obligations under the Agreement, including in any case its payment obligations, The Selection Lab grants the Client a limited, personal, revocable, non-exclusive and non-transferable right to remotely access and use the Service, including the Website and the Results, in accordance with the Agreement.
Article 9. Price and payment
9.1. Unless stated otherwise, all the rates quoted by The Selection Lab is in euros and exclude turnover tax (VAT) and other government levies.
9.2. All rates on the Website, brochures, rate lists and/or other means of communication by The Selection Lab are subject to programming and typing errors. For the consequences of such errors, no liability is accepted.
9.3. Parties can agree a fixed price when the Agreement comes into being. If no fixed price has been agreed, the fee will be determined on the basis of hours actually worked. The fee is calculated according to The Selection Lab's usual hourly rates, valid for the period in which it does the work, unless a different hourly rate has been agreed.
9.4. The prices and hourly rates agreed upon when the Agreement was made are based on the price level prevailing at DEfthe time. The Selection Lab has the right to adjust the fees to be charged to the Client every year on 1 January.
9.5 The Selection Lab applies a payment term of 14 days from the moment of receiving the invoice.
Article 10. Duration and termination
10.1. The Agreement is entered into for the period stated in the Agreement. The term of the Agreement is subsequently tacitly renewed for a period equal to the initial term of the Agreement, unless the Client or The Selection Lab terminates the Agreement in writing with due observance of a two (2) month notice period.
10.2. The Selection Lab is authorized to terminate the Agreement wholly or in part, without a notice of default being required, if the Client is granted a suspension of payments – provisional or otherwise – if the Client's bankruptcy is applied for, if the Client's company is wound up or terminated, other than for the purpose of reconstruction or merger of companies, or if the decisive control over the Client's company changes, or if the Client is a natural person upon the Client's death.
10.3. If the Agreement is dissolved due to a shortcoming on the part of one of the Parties, the performances that the Client has already received in execution of the Agreement at the time of dissolution and the related payment obligation shall not be subject to cancellation. Amounts that The Selection Lab has invoiced before the dissolution remain due undiminished and become immediately payable at the time of dissolution.
10.4. The provisions that are intended to continue to apply after termination, dissolution or any other way of ending the Agreement will survive termination, dissolution or any other way of ending the Agreement.
Article 11. Liability
11.1. The Selection Lab's liability for an attributable shortcoming, a wrongful act or any other act or omission by The Selection Lab, its employees or third parties it engages, expressly including any shortcoming in fulfilling a guarantee obligation, agreed with the Employer, is limited to compensation for direct loss.
11.2. This total, cumulative, aggregate liability of The Selection Lab (i.e.: regardless of the number of events that cause damage during the term of the Agreement) for direct damages is limited to the total amount that the Client has paid The Selection Lab under the Agreement in the twelve (12) calendar months prior to that event (ex. VAT).
11.3. Direct damage shall be understood to mean exclusively:
a. property damage;
b. expenses reasonably incurred by the Client to ensure that The Selection Lab's performance complies with the Agreement; however, this alternative damage is not compensated if the Agreement has been dissolved by the Client (including dissolution by the competent court on behalf of the Client) (Article 6:265 of the Dutch Civil Code)
c. expenses reasonably incurred by the Customer to establish the cause and extent of the damage, insofar as such establishment relates to direct damage within the meaning of this Agreement;
d. expenses reasonably incurred in order to prevent or limit damage, insofar as the Customer can demonstrate that those expenses resulted in a limitation of the direct damage within the meaning of this Agreement.
11.4. Any liability of The Selection Lab other than for direct damage, including but not limited to indirect damage, consequential damage, loss of and/or damage to data, loss of profit, loss of turnover, missed savings, reduced goodwill, damage caused by business stagnation and damage as a result of third-party claims, is excluded.
11.5. A condition for any right to compensation arising is always that the Client reports the damage in writing to The Selection Lab within 30 days after it occurs. The right of the Client to claim damages by virtue of this Agreement, on the basis of an unlawful act or otherwise, lapses in any case one (1) year after the event that gave rise to the claim or the proceedings.
Article 12. Force majeure
12.1. The Selection Lab is not obliged to fulfil any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and for which it cannot be held accountable by virtue of the law, a juristic act or generally accepted practice (“Force Majeure”).
12.2. In addition to the legal definition and interpretation of force majeure, force majeure also includes all external causes, foreseen or unforeseen, over which The Selection Lab has no control, but which prevent The Selection Lab from fulfilling its obligations. In particular, force majeure includes civil commotion, syncopation, network attack, Denial-of-Service or Distributed Denial-of-Service attacks, mobilization, war, traffic congestion, strikes, lockouts, industrial disputes, supply congestion, fire, floods, import and export restrictions, and in the event that The Selection Lab is unable to deliver from its own suppliers, regardless of the reason, as a result of which The Selection Lab cannot reasonably be expected to perform the Agreement.
12.3. During the period that the Force Majeure lasts, The Selection Lab can suspend its obligations under the Agreement. If this period lasts longer than two months, then either party is entitled to dissolve the Agreement, without any obligation to pay damages to the other party.
12.4. Insofar as The Selection Lab has already partially fulfilled its obligations from the Agreement or will be able to fulfil them at the time when Force Majeure arises, and if independent value can be attached to the part already fulfilled or to be fulfilled, The Selection Lab is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice.
Article 13. Final provisions
13.1. The Client agrees that The Selection Lab can transfer its rights and obligations based on the Agreement to a third party without the Client's consent. If the Client wants to transfer its rights and obligations based on the Agreement to a third party, the written consent of The Selection Lab is required.
13.2. Dutch law applies to the Agreement and these general terms and conditions.
13.3. Disputes that arise from or in connection with these General Terms and Conditions and/or Agreements that have been concluded with the application of these General Terms and Conditions shall be brought exclusively before the competent court in Amsterdam, unless (inter)national legal rules imperatively dictate otherwise.
13.4. In the absence of any contrary communication, The Selection Lab is free to communicate through marketing channels that the client has started using The Selection Lab.