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GENERAL TERMS AND CONDITIONS

POYRAZ PARTNERS

Last updated: 29 November 2025

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Article 1. Definitions

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

1.1 The Service Provider:
The registered entity – natural person Poyraz Hassan, operating under the trade name “Poyraz Partners”, with registered office at Korte Lindenstraat 26, 9300 Aalst, Belgium, registered in the Crossroads Bank for Enterprises under company number BE1029.021.926.

1.2 The Client:
Any client – natural person exercising an independent professional activity, any legal entity, or any other organisation without legal personality for whom the Service Provider undertakes recruitment and selection of a Candidate. The relationship between the Service Provider and the Client is strictly B2B.

1.3 The Candidate:
Any natural person recruited and selected by the Service Provider with the aim of entering into an (employment) agreement with the Client.

1.4 The Cooperation Agreement:
The separate agreement concluded between the Service Provider and the Client, whereby the Service Provider undertakes to recruit and select one or more Candidate(s) for the Client.

 

Article 2. Scope and amendments

2.1 These General Terms and Conditions apply to all legal relationships (including quotations, offers, order forms and agreements) between the Service Provider and the Client.

2.2 Acceptance of an offer (explicitly or implicitly through payment) implies acceptance of these General Terms and Conditions.

2.3 In the event of a conflict between these General Terms and Conditions and the Cooperation Agreement, the provisions of the Cooperation Agreement shall prevail.

2.4 Deviations from, amendments to or additions to these General Terms and Conditions shall only be binding on the Service Provider if expressly agreed in writing.

2.5 If offer and acceptance refer to different general terms and conditions, the contract shall nevertheless be deemed concluded. Both sets of terms shall form part of the contract, excluding any incompatible provisions, unless the Service Provider has expressly accepted such incompatible provisions in writing.

2.6 The nullity of one provision or part thereof shall not affect the validity of the remaining provisions of these General Terms and Conditions.

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Article 3. Subject matter

3.1 The Client shall inform the Service Provider in writing immediately and at the latest within one week of concluding an (employment) agreement with a Candidate proposed by the Service Provider. The Client shall provide a copy of the agreement concluded with the Candidate in order to allow the Service Provider to correctly calculate the fee due (in accordance with Article 3 of the Cooperation Agreement).

3.2 If a Candidate proposed by the Service Provider is initially not retained by the Client or refuses the Client’s offer, but nevertheless enters into an (employment) agreement with the Client or with any company affiliated to the Client within six (6) months following the first introduction by the Service Provider, the agreed fee shall still be due.

3.3 The Client may not disclose Candidate information to third parties or introduce Candidates to third parties without the prior written consent of the Service Provider. If the Client introduces a Candidate proposed by the Service Provider to another person, company or institution within six (6) months of introduction, and this results in the conclusion of an (employment) agreement with that Candidate – directly or indirectly – the Client shall owe the full fee as stipulated in Article 3 of the Cooperation Agreement.

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Article 4. Invoicing and unilateral price adjustment

4.1 Invoicing shall be carried out at the prices and under the conditions stated in the Cooperation Agreement or quotation. Unless expressly stated otherwise, prices are exclusive of VAT.

4.2 Unless otherwise agreed in writing, the Client shall pay invoices by the due date stated on the invoice.

4.3 Unless otherwise agreed, each invoice shall be deemed accepted unless a reasoned objection is submitted by registered letter within seven (7) days.

4.4 The Service Provider expressly reserves the right to unilaterally adjust its fees if, after conclusion of the agreement, one or more objective pricing factors change due to foreseeable or unforeseeable circumstances, including but not limited to changes in: raw material prices, supplier services, energy costs, taxes and levies, and labour costs.

4.5 The Service Provider shall notify the Client in writing at least thirty (30) days prior to the effective date of the new price. If the Client does not accept the new price, the Client may terminate the agreement in writing without stating reasons. If no termination is received before the effective date, the Client shall be deemed to have accepted the new price.

4.6 In case of late or non-payment, statutory late payment interest shall be charged in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, as well as a fixed compensation of ten percent (10%) of the outstanding amount, with a minimum of EUR 75.

4.7 These interest charges and damages shall be due automatically and without prior notice of default from the invoice due date. Any collection costs incurred shall be borne by the Client.

 

Article 5. Performance and force majeure

5.1 The Service Provider undertakes to use its best efforts in the performance of its services but does not guarantee any specific result regarding the suitability of proposed Candidates. The Service Provider cannot be held liable for incorrect information provided by the Candidate, including references, experience or qualifications.

5.2 The Client shall ensure that the Service Provider can perform its services under normal conditions at the agreed location and time.

5.3 The Service Provider shall not be liable for any damage resulting directly or indirectly from its services, except in cases of gross negligence or wilful misconduct.

5.4 In no event shall the Service Provider be liable for indirect or consequential damages, including but not limited to loss of income, loss of contracts, loss of profit or any other indirect losses.

5.5 The Service Provider’s liability shall in any case be limited to the invoice value of the services provided.

5.6 Compensation for damage resulting from non-performance of a contractual obligation shall be governed exclusively by contract law within the legal limits, even if the event giving rise to the damage also constitutes a tort.

5.7 In case of force majeure, the Client may not claim compensation for non-performance.

5.8 Force majeure includes any event beyond human control, including but not limited to illness, death, extreme and unforeseen weather conditions, natural phenomena and pandemics.

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Article 6. Governing law and jurisdiction

6.1 These General Terms and Conditions are governed by Belgian law.

6.2 Any dispute relating to the application of these terms or the execution of the services shall fall under the exclusive jurisdiction of the courts of the judicial district of East Flanders, without prejudice to Article 624 of the Belgian Judicial Code.

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Article 7. Privacy

7.1 The Service Provider processes the following personal data: first and last name, address, telephone number and email address. These data are recorded in the data register and accounting records and are deleted after two (2) years, subject to legal retention obligations.

7.2 These data are treated as confidential and are processed solely in the context of the relationship between the Client and the Service Provider. Data may be shared with partners involved in transaction processing or legal compliance.

7.3 Personal data shall never be sold or disclosed to third parties without the prior consent of the Client.

7.4 The Client has the right to access their personal data and may request correction or deletion where legally permissible.

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