Terms of Service

1. DEFINITIONS

2. SCOPE AND ACCEPTANCE

2.1 These Terms govern (a) the access and use of the Website and (b) the provision of Services by Quant-Flow B.V., a company incorporated under the laws of the Netherlands. ("Quant-Flow", "we", "us", "our").

2.2 Deviations from these Terms are valid only if expressly agreed in writing. Any general terms of the Client are hereby rejected and shall not apply.

3. SERVICES

3.1 Quant-Flow shall use reasonable skill and care in providing the Services in accordance with Dutch professional standards for private employment agencies and applicable law.

3.2 Quant-Flow does not guarantee that a Candidate will be suitable for a role or that a placement will be successful. The final hiring decision rests solely with the Client.

4. CLIENT OBLIGATIONS

4.1 The Client shall provide Quant-Flow with accurate, complete and lawful information regarding vacancies, requirements and selection criteria.

4.2 The Client shall conduct its own due diligence (including verifying work permits and references) before engaging a Candidate or Contractor.

4.3 The Client shall not, without Quant-Flow's prior written consent, disclose to any third party the identity or personal data of a Candidate or Contractor introduced by Quant-Flow.

4.4 The Client shall pay Quant-Flow's fees and expenses in accordance with Clause 6 and within 14 days of invoice date, unless otherwise agreed.

5. CANDIDATE AND CONTRACTOR OBLIGATIONS

5.1 Candidates and Contractors warrant that all information provided to Quant-Flow is complete, accurate and not misleading.

5.2 They authorise Quant-Flow to share their personal data and application materials with prospective employers/clients, subject to the Privacy Policy.

5.3 Candidates acknowledge that Quant-Flow is not their employer unless explicitly agreed in a staffing contract. Contractors acknowledge that they are independent professionals responsible for their own taxes and social-security obligations unless otherwise required by law.

6. FEES AND PAYMENT

Permanent placements

6.1 The fee for the placement of a permanent employee is 25% of the gross annual remuneration, inclusive of vacation allowance ("vakantiegeld") and any other fixed components such as guaranteed bonuses.

6.2 Where the employment agreement (arbeidscontract) is concluded for a period of less than 12 months, the fee is nonetheless calculated on the basis of 12 months of full-time work.

6.3 All permanent-placement fees are calculated on a full-time equivalent ("FTE") basis, regardless of the actual contracted hours.

Contracting / freelance / interim placements

6.4 For each hour worked by a Contractor sourced by Quant-Flow, the Client shall pay a fee equal to 15% of the Contractor's hourly rate, subject to a minimum fee equivalent to EUR 10 per hour.

6.5 The Client and the Contractor must submit approved timesheets to Quant-Flow no later than one (1) week after the end of each worked month.

6.6 The Client is responsible for paying the Contractor the agreed hourly rate for the approved hours. Quant-Flow will invoice the Client solely for the fee calculated in accordance with clause 6.4 on the basis of the approved timesheet.

General payment terms

6.7 Fees are exclusive of VAT and payable in euros.

6.8 If a Candidate or Contractor introduced by Quant-Flow is engaged by the Client (or any group company or other entity directly or indirectly connected with the Client) within 12 months of the initial introduction, the applicable Fee under this Clause 6 is due and payable.

6.9 Late payments accrue statutory commercial interest (Art 6:119a Dutch Civil Code) plus reasonable collection costs.

7. CONFIDENTIALITY

Each party shall keep confidential all information marked or reasonably understood to be confidential, including business and personal data, and shall use it only for the purpose of performing the Agreement.

8. INTELLECTUAL PROPERTY

All intellectual-property rights in the Website, methodologies, databases and deliverables remain the property of Quant-Flow or its licensors. No licence is granted except as necessary to use the Services for internal purposes.

9. DATA PROTECTION

The parties shall comply with applicable data-protection laws. Quant-Flow's processing of personal data is further detailed in the Privacy Policy, which forms part of these Terms.

10. COMPLIANCE

The Client warrants that its use of the Services will not violate any applicable laws, including labour, anti-discrimination, anti-bribery and export-control laws. Quant-Flow may refuse or terminate Services if it believes the Client's activities are unlawful or unethical.

11. LIMITATION OF LIABILITY

11.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or any liability that cannot be excluded under Dutch law.

11.2 Subject to clause 11.1, Quant-Flow's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid by the Client for the Services in the 12 months preceding the event giving rise to liability.

11.3 Quant-Flow shall not be liable for (a) loss of profit, revenue, goodwill, data or business opportunity or (b) indirect, consequential or punitive damages, in each case whether or not foreseeable.

12. INDEMNIFICATION

The Client shall indemnify and hold harmless Quant-Flow against all claims, losses and expenses arising from (a) the Client's breach of these Terms, (b) any employment, tax or social-security liabilities arising from the Client's engagement of a Candidate or Contractor, and (c) any infringement of third-party rights caused by materials provided by the Client.

13. TERM AND TERMINATION

13.1 The Agreement commences on the earlier of the Client's acceptance of a Proposal or first use of the Services and continues until terminated in accordance with this clause.

13.2 Either party may terminate the Agreement for material breach if such breach is not remedied within 30 days of written notice.

13.3 Quant-Flow may suspend or terminate access to the Website or Services immediately if necessary to protect its systems or comply with law.

13.4 Termination does not affect accrued rights and obligations, including the Client's liability to pay fees for Candidates or Contractors already engaged.

14. FORCE MAJEURE

Neither party is liable for delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including pandemics, war, strikes, natural disasters, governmental restrictions, or internet service failures.

15. CHANGES TO TERMS

Quant-Flow may amend these Terms by posting an updated version on the Website. Material changes will be notified 30 days in advance. Continued use of the Services after the effective date constitutes acceptance.

16. GOVERNING LAW AND JURISDICTION

These Terms and any non-contractual obligations are governed by Dutch law. The District Court of Amsterdam has exclusive jurisdiction, unless mandatory law provides otherwise.

17. MISCELLANEOUS

17.1 Entire Agreement: The Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.

17.2 Severability: If any provision is invalid, the remaining provisions remain in force, and the parties shall replace the invalid provision with a valid one reflecting the original intent.

17.3 Assignment: Neither party may assign or transfer its rights or obligations without the other party's prior written consent, except that Quant-Flow may assign to an affiliated entity as part of a corporate reorganisation.

17.4 No Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement.

17.5 Relationship: Nothing in these Terms creates a partnership, joint venture or employment relationship between the parties.

17.6 Third-Party Rights: Except as expressly stated, no third party has rights under these Terms.