General Terms and Conditions for External Assignment Of Employees By Zeta Services BV (Dutch Chamber of Commerce/KvK number 27349182, “Zeta” hereafter)

These conditions apply and form part of all agreements relating to the external assignment of Employees (such as, but not limited to, recruitment, temp services, secondment, executive search), hereinafter referred to as: “External Employee”, whether or not employed by Zeta, or with regard to other legal relationships, for which Zeta obligations arise vis-à-vis a natural or legal person, hereinafter referred to as “Client”. The Client is the client of Zeta where External Employee fulfills an Assignment or is permanently engaged in mediation. This also means the Client of the Client.

Article 1 Applicability

1.1 The Parties enter into an Agreement of Assignment as referred to in Section 7: 400 Dutch Civil Code.
1.2 These General Terms and Conditions are applicable to all offers and quotations drawn up by Zeta and agreements concluded between it and the Client, as well as to the resulting deliveries and services of any nature whatsoever between Zeta and a Client, insofar as these terms and conditions not explicitly deviated by the parties.
1.3 Deviating stipulations and agreements and the applicability of general terms and conditions of the Client are explicitly rejected and are not applicable unless explicitly agreed in writing by Zeta.
1.4 If any provision in these terms and conditions is null and void or is annulled, the other provisions of these terms and conditions will remain in full force and the parties will consult in order to agree on new provisions to replace the void or void provisions, whereby as much as possible the the purpose and intent of the void or voided provision will be taken into account.
1.5 If a provision of an offer, quotation or agreement deviates from or conflicts with a provision of these General Terms and Conditions, the former stipulates.
1.6 The Client with whom one was contracted on these terms and conditions shall be deemed to tacitly agree to the applicability thereof to a contract subsequently concluded with the company.
1.7 These General Terms and Conditions also apply if the Client External Employee enters into a lending agreement with Zeta.

Article 2 Assignment, project and replacement

2.1 The Contract of the Contract between the Client and Zeta must be distinguished from the actual Project Period of an External Employee. If the Assignment ends, the Project Period also ends. However, if the actual Project Period of an External Employee ends for any reason, this does not automatically mean the end of the Assignment in all cases. Within the Assignment it can be agreed that Zeta will endeavor at the end of the Project Period of a certain External Employee to take care of replacement for the remaining duration of the Assignment. The Assignment then continues until it has been legally terminated: by operation of law or by termination or dissolution.
If there is a temporary obstacle for an External Employee, it is possible to discuss further whether there is a need for replacement. After the prevention, such as in case of recovery of illness, the original External Employee will in principle return.
2.2 The Assignment for a definite period of time
1. The Assignment for a definite period of time is the Assignment that is entered into: for a fixed period; that is to say for a predetermined calendar period or for a period ending on a predetermined date; or for a certain period; that is, for a period that ends because an objectively determinable event occurs (an event independent of the wishes of the parties); several events can be described here, on the understanding that the Assignment ends by the occurrence of one of the individual events.
2. The Assignment for a definite period of time shall be deemed to have been renewed tacitly if the Client has not made it known in writing that the Assignment has not been renewed at least one calendar month before the expiry date.
3. The Assignment for a definite period can not be terminated prematurely, unless otherwise agreed in writing.
4. If the possibility of interim termination has been agreed, the cancellation must be made in writing with due observance of a notice period of at least one calendar month.
2.3 Provisions that apply to all assignments
1. The right of (interim) termination can be attached in writing to further conditions and / or to additional or different terms. The burden of proof on the Client is that it has been terminated on time.
2. Each Assignment ends by operation of law if (and at the time that) the agreement between Zeta and the External Employee has ended and this agreement is not continued for the benefit of the same Client.
3. Each Assignment ends immediately due to dissolution at the time that one of the parties invokes the dissolution of the Assignment because the other party is in default, has been declared bankrupt or has applied for suspension of payment. If Zeta invokes the dissolution on one of these grounds, the behavior of the Client on which the dissolution is based lies in the request of the Client to terminate the Project Period.
2.4 The Project Period
1. The end of the Assignment means the end of the Project Period. Termination of the Assignment by the Client implies the request of the Client to Zeta to terminate the current Project Periods by the date on which the Assignment has been legally terminated or against which the Assignment has been legally dissolved.

Article 3 Offer

3.1 All offers are without obligation, unless expressly stated otherwise in the offer in writing.

Article 4 Duration of the assignment

4.1 The Assignment is entered into for a definite period of time, including the possible renewals.
4.2 Parties can during the first five (5) working days, calculated from the first day the External Employee of Zeta is actually put to work, terminate the Assignment by the end of a working day by means of a written notice to that end to the other party, without any right to compensation and / or compensation over and exists again. Zeta will be entitled to invoice the hours worked.
4.3 After the expiry of the term as referred to in Article 4.2, the Assignment can go through both parties are not terminated prematurely, unless it has been agreed in writing that interim termination is permitted.
4.4 If interim termination has been agreed, it must always be terminated in writing with due observance of a notice period of at least one calendar month, or the otherwise agreed cancellation period.
4.5 The provisions in previous articles do not affect the possibility of an earlier termination of the Assignment pursuant to any other provision contained in these General Terms and Conditions.
4.6 The Assignment for a definite period of time ends by operation of law by the expiry of the fixed time.
4.7 In the following cases:
– the attributable failure to perform the obligations – arising from the Assignment by the other party;
– (provisional) suspension of payment of the other party;
– state of bankruptcy of the other party;
– by seizure, under guardianship or otherwise losing power of disposition over the assets of the other party;
– acting unlawfully in the execution of the Assignment by the other party;
– a party can terminate the Assignment with immediate effect without judicial intervention without prior notice of default and / or reminder. If this right to immediate termination and termination of the Assignment is used, this does not affect the right to claim full compensation from the other party.

Article 5 Engaging an employment relationship with an external employee

5.1 During the term of the Assignment, as well as for a period of 12 (twelve) months thereafter, the Client will not enter into any agreements, however named, with External Employee that the Client has had contact with in the context of the Assignment. The Client will also not enter into direct or indirect business relations with the External Employee.
5.2 In the event of violation by the Client of the provisions of Article 5.1, Zeta of the Client will receive, without any notice of default or judicial intervention, an amount of € 10,000 (ten thousand euros) per violation, as well as a fine of € 1,500 (fifteen hundred euros) for each day or part thereof that continues the violation, without prejudice to the Zeta’ right to demand full compensation from the Client and to immediately terminate the agreement with the Client.

Article 6 Prohibition and / or conditions of suspension of employment external employees

6.1 The Client is not entitled to temporarily suspend the Project Period of the External Employee, unless otherwise agreed in writing.
6.2 If the Client is not entitled to temporarily suspend the Project Period, but the Client temporarily has no work for the External Employee or can not employ the External Employee, the Client shall be bound by Zeta for the duration of the Assignment. Client rate to be paid on the per period (week, month, etc.) pursuant to Order last or usual number of (over) hours.

Article 7 Place and times of the performance of the work

7.1 The Order will specify the nature of the work as well as where and at what times the work will be performed.
7.2 The Client undertakes to grant the External Employee access to the place where the work to be carried out for the agreed execution of the external assignment and the External Employee must be able to perform the work under the usual working conditions at the Client.
7.3 Zeta undertakes to instruct its External Employee to comply with the house rules applicable on site.
7.4 The Client is entitled to change the place where the work must be performed. Zeta is entitled to demand reimbursement of these costs or changes to the timetable when changing the location.
7.5 The Client is entitled to demand that Zeta External Employee makes business trips. The costs of these business trips will be reimbursed to Zeta by the Client.

Article 8 Staff liability

8.1 The Client is not liable for the payment of wages to the External Employee of Zeta nor for the deduction and payment of the premiums under social insurance and payroll tax. At the request of the Client, Zeta will provide access to relevant information, for example statements regarding payments of turnover tax, wage tax and social security contributions provided by the company’s auditor.
8.2 In case of attributable shortcoming in the performance of the Assignment, the Client is liable towards Zeta for replacement compensation, that is to say reimbursement of the value of the remaining performance. Any liability of the Client for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect damage or consequential loss or damage due to lost profits.
8.3 The compensation to be paid by Zeta due to attributable shortcomings in the performance of an Assignment will under no circumstances exceed the amounts invoiced and invoiced by Zeta to the relevant Client under this Assignment (excluding turnover tax).
If one insofar as the Assignment is a continuing performance agreement, the compensation due to attributable shortcoming shall in no case exceed the price (exclusive of turnover tax) stipulated in the relevant Assignment for the performance of Zeta in the period of three months preceding the default of Zeta.

Article 9 Other liability

9.1 If one of the parties fails to comply with one or more of his obligation (s) decided in agreements, the other party can give him a notice of default, unless fulfillment of the relevant obligations is already permanently impossible, in which case the negligent party immediately is in default. The notice of default will be in writing, whereby the negligent party will be given a reasonable period to still fulfill his obligations. This term has the character of a fatal term.
9.2 The party that imputably fails to fulfill its obligation (s) shall be liable to the other party for compensation for the damage suffered or to be suffered by the other party.
9.3 Liability for damage on any account whatsoever is limited in respect of Zeta to the amount that will be paid by Zeta insurance in respect of the present matter. Furthermore, the liability of Zeta referred to in paragraph 2 of this article is in any case limited to an amount equal to the invoice value ex VAT for the service provided in the two months preceding the notice of default.
9.4 The right to claim damages will lapse six (6) months after the date on which the present fact occurred.

Article 10 Special exclusion liability for damage and indemnity

10.1 For all direct damage of the client, in any way connected with, or caused by, non-timely or improper execution of the order, the liability of Zeta is limited to the amount for which Zeta is non-compliance, not timely or improper performance.
10.2 For all indirect damage, including stagnation in the regular course of business in the company of client, in any way connected with, or caused by an error in the execution of the work by Zeta, this is never liable.
10.3 Zeta has the right, at all times, if and insofar as possible, to reverse the damage of the client.
10.4 The Client indemnifies the Contractor against all third-party claims that are directly or indirectly, indirectly or directly related to the performance of the Agreement.

Article 11 Prices and rates

11.1 All prices quoted by Zeta are exclusive of B.T.W. unless otherwise stated.
11.2 Any special costs will only be charged to the Client by Zeta after prior written approval from the Client and on the invoice or separately specified.
11.3 The Client shall be due to Zeta insofar as this is stipulated in the Order:
a. an amount determined by multiplying the number of hours demonstrably spent by Zeta with the agreed hourly rates.
b. the other costs stated in the Order.
11.4 The prices / rates agreed upon at the conclusion of the Assignment will each time be changed on 1 January of each year by a percentage equal to the index figure for settlement fees for other services as published by the Central Bureau of Statistics with the base 2006 = 100, except for cases in which the change of the qualifications or the location of the relevant External Employee of Zeta gives reason to do so.
11.5 In the event that the Client wishes to increase the performance of Zeta on the basis of the Assignment by additional wishes from the Client, or if it is extended, the Assignment will be changed.
11.6 The amounts stated in the Order are increased by the percentage of sales tax applicable at the time of the work.
11.7 The prices will always be fixed in Euros.

Article 12 Billing and payment conditions

12.1 Invoicing takes place on a weekly basis or about the last working day of the two weeks or months in which the execution of an external assignment at or for the Client has taken place.
12.2 The invoices of Zeta are based in part on the time sheets signed by the Principal for approval (work sheets), which are binding on the Principal.
12.3 The client is responsible for the correct, timely, complete completion and signing of the time accounting forms.
12.4 In the event of a difference between a time report form submitted to Zeta and the copy retained by the Client, the copy submitted to Zeta will be considered correct, unless the Client can prove the contrary.
12.5 If the Client does not comply with the provisions in the second paragraph, Zeta may decide to invoice the Client on the basis of facts and circumstances known to it. Zeta will not proceed as long as no reasonable consultation with the Client has taken place.
12.6 The invoices of Zeta must be paid by the Client without any suspension, deduction, discount or settlement within 14 (in words: fourteen) days after the invoice date in the manner as indicated on the invoice.
12.7 The Client is entitled to transfer a maximum of 40% of the invoice amount to the Zeta G-account.
12.8 Only direct payments to Zeta work liberating for the Client. The direct payment or the provision of advances to the External Employees of Zeta by the Client are not permitted, regardless of the reason or the manner in which this is done. Such payments and benefits do not cover Zeta and do not provide grounds for any debt cancellation or set-off.
12.9 In the event of non-payment or late payment by the Client of any amounts due by him, he shall be in default by operation of law with effect from the due date of the relevant invoice. Without any notice or notice of default being required. From that moment on the Client will also owe a default interest equal to 3% above the statutory interest, a part of a month for a full month, on the gross invoice amount due to Zeta. All costs, both in and out of court, including the costs of legal assistance that Zeta must incur as a result of non-fulfillment of the payment obligations by the Client, are at the expense of the Client. The extrajudicial collection costs of Zeta, to be calculated on the amount to be collected, is determined on the basis of the collection rate applied by the Netherlands Bar Association.

Article 13 Invoices

13.1 Any objection regarding invoices sent by Zeta to the Client must be made known to Zeta in writing by the Client within eight (8) days of the date of dispatch of the relevant invoice, on pain of forfeiture of the right to object. against the content and / or size of the invoice.
13.2 The objection does not suspend the payment obligation of the Client.

Article 14 Confidentiality

14.1 Zeta and the Client shall observe strict confidentiality with regard to the information about each other’s organization. Subject to the prior written consent of the other party, each of the parties will not make information and data carriers available to third parties available to third parties outside the framework of what is permitted in the Order.
14.2 Parties will oblige their External Employee to comply with this confidentiality provision.
14.3 Neither party will report in publications or advertising statements of an Assignment without the written consent of the other party.

Article 15 Insurance

15.1 The Client has adequately insured himself and will keep himself adequately insured for the risks of legal liability for the External Employee.
15.2 At the request of Zeta, the Client will show the policy (s) referred to in the previous paragraph to Zeta.

Article 16 Replacement external employee

16.1 Zeta will only receive External Employees occasionally and not after obtaining permission in advance of the Client temporarily or permanently replaced. The hourly rates applicable to the original External Employee will not be able to be increased on replacement. To ensure continuity, Zeta will use the same press (s) as much as possible during the term of an Assignment.
16.2 Zeta will use its best efforts to recruit External Employees, who are not or are no longer able to carry out work in the current Assignment, within (10) Business Days after the date that it appears that such activities can no longer be performed within that Assignment. to replace. If Zeta does not succeed in this, Zeta is entitled to terminate the agreement with immediate effect without the parties being entitled to compensation and / or compensation.
16.3 If the Client is of the opinion that an External Employee of Zeta does not or does not properly comply with the agreed qualifications, or is unable to carry out the work properly, the Client is entitled to require Zeta to replace this External Employee. This right expires after five (5) working days, counting from the first day on which the External Employee of Zeta actually works at or on behalf of the Client. To be judged according to reasonableness and fairness.
16.4 If an External Employee has acted contrary to the house rules customary to the Client or in any other way the Client’s trust has been violated, the Client is entitled to require Zeta to replace this External Employee within a term agreed in mutual consultation.
16.5 External Employees who have demonstrably received higher qualifications in terms of expertise, level of education and experience during the term of the Assignment can be replaced by Zeta in consultation with the Client. If the Client objects to replacement as referred to in the previous sentence, Zeta is entitled to raise the hourly rate to the rate charged by Zeta in general for that higher level.
16.6 With each replacement of External Employees referred to in this article, replacement External Employees will have to be made available who have the same level of expertise, level of education and experience as the originally deployed External Employees, without this leading to higher costs for the Client. Replacement by External Employees that satisfies lower qualifications will only be possible in exceptional circumstances and after written consent from the Client. In that case, the hourly rate will be reduced to the rate that Zeta generally charges for that level.

Article 17 Force majeure

17.1 If one of the parties can not fulfill its obligations under this agreement for a period of more than ten (10) Working Days due to force majeure or fails to comply with this agreement, the other party has the right to terminate the agreement by means of a registered letter. to immediately dissolve with immediate effect, without any right to compensation.
17.2 During the period in which there is force majeure, the non-force majeure party can not claim compensation and that party does not have the right to dissolve the agreement.

Article 18 Applicable law and disputes

18.1 Dutch law exclusively applies to all agreements concluded with Zeta.
18.2 Disputes between Zeta and the Client will only be submitted to the competent Dutch court. If a dispute according to the statutory rules falls under the jurisdiction of an Arrondissementsrechtbank, only the District Court in The Hague is competent.

Article 19 Final provision

19.1 Zeta can change these conditions at any time in the future.