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Drafting General Terms and Conditions for an Employment Agency

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

In mediation, it must be particularly clear when the fee becomes due and what role the agency plays. A mediator brings parties together but is usually not responsible for the execution of the agreement between those parties

  • For mediation agencies, platforms, real estate agents, and intermediaries
  • Attention to fee, moment of success, exclusivity, and circumvention
  • Division of roles, duty to provide information, payment, and liability regulated
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Our expertise in general terms and conditions for recruitment agencies

Our lawyers and in-house counsel assist recruitment agencies, recruiters, platforms, intermediaries, and lead generators with general terms and conditions, mediation agreements, platform terms, and privacy documents. We examine roles, fees, no-cure-no-pay arrangements, exclusivity, circumvention, retention periods, privacy, payment, and liability.

Customization for your mediation model

A recruitment agency, healthcare intermediary, real estate intermediary, lead platform, or freelance intermediary does not need the same terms and conditions. Therefore, we tailor the terms to your role, revenue model, target audience, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with mediation, platforms, and commercial terms
  • Attention to fees, circumvention, exclusivity, and liability
  • Fixed rates in advance where possible
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About us

Our expertise in general terms and conditions for recruitment agencies

Our lawyers and in-house counsel assist recruitment agencies, recruiters, platforms, intermediaries, and lead generators with general terms and conditions, mediation agreements, platform terms, and privacy documents. We examine roles, fees, no-cure-no-pay arrangements, exclusivity, circumvention, retention periods, privacy, payment, and liability.

Customization for your mediation model

A recruitment agency, healthcare intermediary, real estate intermediary, lead platform, or freelance intermediary does not need the same terms and conditions. Therefore, we tailor the terms to your role, revenue model, target audience, and risks.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with mediation, platforms, and commercial terms
  • Attention to fees, circumvention, exclusivity, and liability
  • Fixed rates in advance where possible

Reviews (21)

Levi

The decisiveness during the first meeting was very pleasant. Communication via email and phone was clear. It is evident that they have a passion for entrepreneurship.

Tessa

A lot of time was saved thanks to the efficient intake. The translation of our core values ​​into the code of conduct was incredibly successful. It is clear that they have a passion for entrepreneurship.

Karlijn

We were pleasantly surprised by the proactive initial approach. We didn't just receive a standard template, but true custom work for our general partnership. It is clear that they have a passion for entrepreneurship.

Kim

It was a relief to be helped so quickly. The weekly update emails gave a nice sense of control over the process. A reliable partner who strives for perfection in their documents.

Stefan

The communication was friendly and professional. The lawyer always maintained an overview, even when the wish list changed in the meantime. The service was professional and personal.

Farid

The promise of a quick start-up was absolutely fulfilled. The concept was clear and practically applicable. Everything was delivered neatly and on time.

Max

We quickly received a clear and competitive quote. The review gave us more certainty before we started using the document. Everything was delivered neatly and on time.

Charlotte

The process started immediately after our agreement, without delays. Legal jargon was avoided where possible or explained in plain language. Everything was delivered neatly and on time.

Zahra

The quick availability of the lawyer was crucial for us. We didn't just receive a standard template, but true custom work for our general partnership. A reliable partner who strives for perfection in their documents.

Cas

The start of the process immediately made a professional impression. Every adjustment we wanted was incorporated seamlessly and legally correctly. The service was professional and personal.

Evelien

The review of the document was thorough. The lawyer's patience in explaining the liability clauses was admirable. These documents will undoubtedly save us a lot of headaches in the future.

Femke

We had many questions, but these were answered patiently and promptly. The adjustments were logical and carefully incorporated. Everything was delivered neatly and on time.

Emma

It is clear that they know what they are talking about, right from the first word. The complexity of our shareholder structure was effortlessly translated into the agreement. Everything was delivered neatly and on time.

Asmae

The initial meeting confirmed that we had made the right choice. They managed to reduce an extremely tough file to manageable proportions. The end result aligns 100% with our high standards.

Peter

The speed with which our first email was responded to was impressive. The revision round also went smoothly. The quality fully met our expectations.

Karima

Excellent communication and a carefully drafted document. The attention to detail when reviewing the fine print was phenomenal. The quality fully met our expectations.

Reda

The decisiveness during the first meeting was very pleasant. They immediately understood where the sensitivities lay within our collaboration. Our customers are responding positively to the clear general terms and conditions.

Bass

The lawyer took a practical approach with our company. They flawlessly exposed the pain points in our current contract. The document was accepted flawlessly by our investors.

Ibrahim

We really appreciated the transparency regarding the costs upfront. The aftercare and the opportunity to ask brief questions were perfectly arranged. A reliable partner that strives for perfection in their documents.

Wouter

They really thought along with our situation. The empathy and understanding of the lawyer made this a very pleasant collaboration. It is clear that they have a passion for entrepreneurship.

Priscilla

Good service and a clear working method. A perfect balance was struck between protecting our company and not scaring off customers. These documents will undoubtedly save us a lot of headaches in the future.

Meet our office

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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A number of choices determine the format of your terms and conditions. Review them beforehand so that your terms align with your working methods.

Choice or question Why this matters legally
Do you work on a no cure no pay basis or with a fixed fee? This determines when your commission is due and how you arrange cancellation and early termination.
Do you mediate for business purposes (B2B) or also towards consumers? Mandatory consumer law applies to consumers, including information obligations and potentially a cooling-off period; your terms and conditions must take this into account.
Do you want exclusivity from the client? With an exclusivity clause, you prevent the client from simultaneously mediating through others or themselves, causing you to miss out on your commission.
How do you limit your liability? A choice between a maximum amount, a link to the commission, or your insured sum determines your risk in the event of errors.
Do you process personal data of third parties? If so, a privacy clause and possibly a data processing agreement are required to comply with the GDPR.
Clauses and provisions

Which elements belong in the general terms and conditions for a mediation agency?

Below you will find the components that belong in virtually every set of general terms and conditions for a recruitment agency. For each component, you will read when it is relevant and why it strengthens your position.

Provision Relevant to Legal point of attention
Nature of the mediation Always Describes that you make an effort to bring parties together and are not a party to the concluded agreement yourself.
Establishment of the assignment Always Specify when a mediation assignment arises: in writing, by email, or by actual acceptance of your work.
Commission and payment date Always Determines the amount of your compensation and the moment at which it is due, even if the deal is concluded without your involvement or after termination.
Exclusivity For longer assignments Arranges whether the client may only mediate through you during the assignment, so that you do not miss out on your fee.
Obligation of best efforts Always Makes it explicit that you do not guarantee a result but make an effort, which prevents unjustified claims.
Liability Always Limits your liability, usually to the amount of the commission or an insured amount.
Confidentiality and privacy Always Protects confidential data of parties and aligns with your obligations under the GDPR.
Termination and duration For ongoing assignments Determines notice periods and the consequences for ongoing mediations.
Use in practice

How do you use this document correctly?

Terms and conditions only work if they are properly declared applicable and made known to the customer. The steps below will help you with this.

Situation What should you do? Point of attention
Before or at the conclusion of the assignment Explicitly state that the terms and conditions apply in your quotation or order confirmation. Terms and conditions apply only if the customer has accepted them before the agreement is concluded.
Upon entering into the assignment Provide the terms and conditions or give a clear digital reference with a download option. The law requires you to offer the customer a reasonable opportunity to review the terms and conditions.
During the performance Apply the agreed commission and payment arrangements consistently. Deviating without documenting it undermines the evidential value of your conditions.
In the event of a change in your working method Update the terms and conditions and have them accepted again. Outdated terms and conditions no longer align with your practice and offer less protection.
Common mistakes

Common mistakes

We regularly see the following mistakes at recruitment agencies in practice. With the right terms and conditions, they are easy to prevent.

Wrong Consequence Better approach
Mention conditions only on the invoice The terms and conditions do not apply because the customer received them too late. Declare them applicable and provide them before the conclusion of the assignment.
No clear payment date for the commission Discussion as to whether the fee is due upon introduction, signing, or payment. Set the exact moment at which your commission becomes due.
Implicitly promising a result Customer refuses to pay because the desired deal did not materialize. Include an explicit best-efforts obligation and exclude result guarantees.
No arrangement for deals without your involvement The customer enters into the agreement themselves and circumvents your commission. Stipulate that commission is also due if the client contracts with the introduced party without your involvement within a certain period.
Leave unlimited liability standing A small mistake can lead to a large damage claim. Limit your liability to a fixed amount or the amount of the commission.
Risk profile

What is your situation and what do you pay attention to?

Depending on the type of mediation, different risks apply. If you recognize your situation, you know what to pay extra attention to.

Risk profile Example Focus in the document
Mediation between companies You bring business parties together for assignments or deliveries. Clearly define commission, exclusivity, and the circumvention clause.
Mediation towards consumers One or both parties are consumers. Take into account mandatory consumer law, information obligations, and a possible cooling-off period.
Mediation involving personal data You share CVs, client profiles, or contact details. Add a privacy clause and assess whether a data processing agreement is necessary.
Ongoing mediation relationship You act as an intermediary for the same client on a structural basis. Rules regarding notice periods, duration, and the fee for ongoing mediations.
Additional documents

When is this document not enough?

General terms and conditions govern your standard relationship with customers. You require additional documents in the situations below.

Situation Supplementary document Why
Situation Related document Explanation
You make customized agreements with a specific client Mediation Agreement An individual agreement sets out the fee, exclusivity, and customized duration, in addition to your general terms and conditions.
You process personal data on behalf of another Data Processing Agreement When you process data for a client, the GDPR requires additional written agreements.
A client does not pay your commission Debt collection In the event of non-payment, our debt collection agency helps you collect the outstanding fee.
Explanation of this document

Drafting General Terms and Conditions for an Employment Agency: why?

Not every entrepreneur knows exactly what general terms and conditions for an intermediary agency are, when you need them, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal frameworks are important.

What are the general terms and conditions for mediation, and why does the type of mediation differ so significantly?
General Terms and Conditions for mediation are the standard clauses applied by a mediator to all assignments in which they bring parties together to conclude an agreement. The mediation agreement is regulated in Article 7:425 of the Dutch Civil Code and is characterized by the fact that the right to commission only arises once the mediated agreement has actually been concluded. However, mediation is not a uniform service: a real estate agent, a recruiter, a business acquisition advisor, an insurance intermediary, a mediator for self-employed professionals, and a marriage mediator are all mediators within the meaning of the law, yet the risks, the commission structure, the legal obligations, and the liability arrangements differ so significantly by sector that a generic set of General Terms and Conditions offers insufficient protection for all these types. Your General Terms and Conditions must be tailored to your specific type of mediation. Our legal experts draft general terms and conditions for mediators that watertight establish the right to commission, formulate the continuing effect clause in an enforceable manner, correctly structure the exclusivity agreements, and properly limit liability in the event of failed mediation — tailored to your specific sector.
Real estate brokerage: how do you protect your commission as a real estate agent?
In real estate brokerage —purchase and rental mediation by a real estate agent—the most critical provisions in the General Terms and Conditions are the commission arrangement and the exclusivity agreement. The agent's right to commission arises the moment the transaction brokered by him is concluded—the purchase or lease agreement is signed. Particular risk: the client concludes the transaction without the agent's involvement with a candidate introduced by the agent. Your General Terms and Conditions must contain a continuing effect clause : if the client concludes a transaction within a period of typically twelve months after the end of the assignment with a candidate introduced by the agent, the full commission is due. The introduction must be confirmed in writing—a list of candidates with names and contact moments—so that the agent can prove the introduction in the event of a late-concluded transaction. In the case of exclusive mediation , the agent is entitled to commission even if the client concludes the transaction himself or through another intermediary during the exclusivity period. Your General Terms and Conditions must explicitly specify the exclusivity period, the scope of the right of exclusivity, and the commission for self-sales. Our legal experts formulate a real estate brokerage set that protects your commission in all scenarios.
Recruitment agency services: how do you protect your fee in case of direct placement without your involvement?
In recruitment mediation —the recruitment and selection of personnel—fee protection for direct appointment is the most critical element of your Terms and Conditions. A client who directly approaches and hires a candidate introduced by you without your intervention—or who approaches the candidate three months after your assignment has ended—is not liable for a fee without a strong post-employment clause. Your Terms and Conditions must explicitly define the post-employment period—typically twelve to twenty-four months—and the scope—any appointment of the introduced candidate in any capacity whatsoever. The candidate introduction must be confirmed in writing with every presentation: name, date, and the position for which they were presented. The guarantee scheme is a second critical element: if the placed candidate leaves voluntarily or is dismissed within a certain period—typically two to six months—you offer a free redeployment or a reduction of the fee. Your Terms and Conditions must precisely describe the guarantee scheme: which circumstances fall under the guarantee, which do not—dismissal due to reorganization or relocation of the client falls outside the guarantee—and how many redeployment attempts are included. Our legal experts draft a recruitment A/S set that protects your fee in all departure scenarios.
Business M&A advisory brokerage: how do you protect your success fee during a long deal process duration?
In corporate acquisition advisory and M&A mediation —where the advisor brings parties together for a business acquisition—the time dimension and the deal structure are the most risky elements for the fee. Acquisition processes sometimes last one to two years; the buyer and seller may reach an agreement during that process without the advisor's involvement, or the deal may only be closed after the engagement has been formally terminated. Your General Terms and Conditions must contain a success fee definition that covers all transaction variants: not only a direct share sale but also an asset transaction, a management buyout, a phased acquisition, or an earn-out structure. The success fee basis must be established: a percentage of the enterprise value, the purchase price excluding earn-out, or a combination. The carrying-over period in M&A mediation is typically longer than in recruitment—twenty-four to thirty-six months—given the long duration of acquisition processes and the possibility that parties introduced by the advisor may only finalize the transaction later. Your General Terms and Conditions must also address the situation where the transaction is concluded partly outside your mediation: if the buyer and seller have started negotiating directly after you facilitated the introduction, the full success fee is due. Our legal experts draft M&A mediation General Terms and Conditions that protect your success fee in all deal structures.
Insurance intermediation: what legal obligations apply to insurance intermediaries?
Insurance intermediaries — insurance brokers and insurance agents — operate within a heavily regulated legal framework. Under the Financial Supervision Act (Wft), a license from the AFM is required to mediate in insurance. The Wft imposes extensive information obligations on insurance intermediaries towards clients: transparency regarding remuneration — commission or fee — the advisory process, product comparison, and the suitability of the product. Your General Terms and Conditions must reflect these legal obligations. The remuneration structure must be transparently documented: does the intermediary receive a commission from the insurer, a direct fee from the client, or a combination? In the case of commission, the statutory obligation regarding commission transparency applies. The duty of care of the insurance intermediary — the obligation to advise in the interest of the client — cannot be contractually limited, but liability for incorrect advice can be limited to the amount of the professional liability insurance. Your General Terms and Conditions must also stipulate the client's duty to provide information: the client is obliged to provide all relevant information for a correct risk assessment; Incorrect or incomplete information leading to incorrect coverage is at the customer's risk. Our legal experts draft a Wft-compliant set of General Terms and Conditions for insurance intermediaries.
Freelance mediation: how do you protect your margin when hiring directly?
In freelance mediation —where an agency mediates freelancers to clients—margin protection and compliance with the DBA Act are the two most critical elements of the General Terms and Conditions. The most common situation in which freelance mediators lose margin is direct hiring: the client approaches the freelancer directly after the completion of the mediated assignment, bypassing the agency. Your General Terms and Conditions must contain a continuing effect clause that addresses this: in the event of direct hiring of a freelancer introduced by the agency within twelve months after the end of the mediated assignment, the client owes a transition fee. The Waadi Act prohibits absolute impediments for the freelancer to enter into employment with the client, but permits reasonable compensation. Your General Terms and Conditions must also address the agency's position under the DBA Act: the agency acts as a mediator, not as an employer—the freelancer enters into a direct assignment agreement with the end client. The BOVIB model structure or a similar structure must be contractually anchored to minimize the risk of bogus self-employment. Our legal experts draft general terms and conditions for freelance mediation that combine margin and compliance with the DBA Act.
Marriage and relationship dating mediation: which special consumer protection rules apply?
Marriage and relationship dating agencies fall into a special category under consumer law as intermediaries. Pursuant to the Consumer Credit Act and general consumer protection rules, specific requirements apply to mediation agreements with a duration of more than one month and a price exceeding a certain amount. Most relevant is the fourteen-day right of withdrawal for agreements concluded remotely or off-premises—even if the customer has signed a long-term mediation contract. Additionally, long-term mediation contracts are subject to a mandatory maximum notice period of one month following the expiration of the first contract period. The Consumer Authority has fined several dating agencies for using excessively long contract durations and excessively high termination thresholds. Your General Terms and Conditions must correctly stipulate the right of withdrawal, the maximum contract duration, and the notice periods. The price-quality ratio and the description of the mediation service must be transparent: vague promises regarding the number of candidates to be introduced or the quality of the selection can lead to liability for misleading advertising. Our legal experts draft a consumer-friendly yet commercially sound AV set for marriage and relationship dating agencies.
How does it work at MKBjuristen?
After a brief intake regarding your type of mediation, your client portfolio, and your specific risks, our legal experts draft tailor-made general terms and conditions for your mediation practice. We are familiar with the sector-specific pitfalls in real estate, recruitment, M&A, insurance, freelance, and relationship dating mediation, and ensure a set of terms and conditions that protects your commission or fee in all scenarios, formulates the post-employment clause in an enforceable manner, and aligns with the legal obligations of your specific sector.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Customization per mediation model

Not every recruitment agency faces the same risks. Therefore, we do not make terms and conditions generic, but tailored to the role, fee, moment of success, target group, and platform function.

Recruitment

Attention to candidate presentation, success fee, guarantee, takeover, and run-off period.

Self-employed and freelance mediation

Attention to assignment, independence, fees, circumvention, and liability.

Care mediation

Attention to privacy, screening, quality, division of roles, and execution by third parties.

Real estate brokerage

Attention to commission, exclusivity, duty to disclose, viewing, and deal moment.

Lead generation

Focus on lead quality, duplicates, follow-up, payment, and no guarantee of results.

Online platform

Focus on accounts, matches, user content, reviews, payments, and platform role.


General terms and conditions for an intermediary agency must protect the moment of earning. Therefore, we examine the role, introduction, fee, follow-up period, exclusivity, circumvention, privacy, and liability.

Common mistakes in mediation agency terms and conditions

In mediation, things often go wrong because the fee and the moment of success are not clearly defined.

  • Do not define success moment for the mediation fee
  • Using no-cure-no-pay without a clear understanding of the result
  • Do not include an circumvention clause or a retroactive period
  • Do not limit exclusivity to duration or assignment
  • Do not keep proof of introduction or candidate presentation
  • Failing to clarify the division of roles between mediator and parties
  • Privacy regarding profiles, leads, and customer data forgotten
  • Do not limit liability for performance by third parties

Draft general terms and conditions for your mediation agency properly and prevent unnecessary problems in the future. Good terms and conditions prevent disputes regarding fees, introductions, exclusivity, circumvention, and liability.

Are general terms and conditions mandatory for an intermediary agency?

No, but they are highly recommended because they record agreements regarding role, fee, moment of success, exclusivity, circumvention, payment, and liability.

When is a brokerage fee payable?

That depends on the agreements. Clearly stipulate whether the fee arises upon introduction, agreement, start of assignment, or payment.

What is a circumvention clause?

A provision that prevents parties from conducting business directly after introduction without paying the brokerage fee.

Can I use no-cure-no-pay?

Yes, but carefully define what counts as the result and which costs or exceptions still apply.

Can MKB Juristen review existing mediation terms and conditions?

Yes. We check, among other things, fees, run-off period, exclusivity, circumvention, privacy, payment, and liability.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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