General
Conditions

Article 1 Definitions

In these general terms and conditions, the following definitions shall apply:

1. Temporary employment agency: any natural or legal person that posts temporary workers to principals on the basis of assignments.

2. Temporary employee: any natural person who has entered into a temporary employment contract, as referred to in Section 7:690 of the Netherlands Civil Code, with a temporary employment agency in order to perform work for a third party under the management and supervision of that third party.

3. Assignment: the agreement between a principal and the temporary employment agency pursuant to which a single temporary employee is placed at the principal's disposal by the temporary employment agency, as referred to in subsection 2 of this Article, in order to perform work in exchange for payment of the principal's rate.

4. Client: any natural or legal person who is a party to the assignment in addition to the temporary employment agency.

5. Posting: the employment of a temporary worker in the context of an assignment.

6. Temporary employment clause: the written provision in the employment contract between the temporary employment agency and the temporary employee and/or in the collective employment agreement pursuant to which the employment contract will end by operation of law if the posting of the temporary employee by the temporary employment agency at the principal ends at the principal's request (Article 7:691 subsection 2 of the Dutch Civil Code).

7. Collective Labour Agreement: the Collective Labour Agreement for Temporary Agency Workers concluded between the ABU (Algemene Bond Uitzendondernemingen) on the one hand and relevant employees' organisations on the other.

8. Principal's rate: the rate payable by the principal to the temporary employment agency, excluding surcharges, expense allowances and VAT. The rate is charged per hour, unless stated otherwise.

9. Hirer's remuneration: the hirer's remuneration as defined in the collective agreement.

Article 2 Scope

1. These general terms and conditions apply to all assignments and other agreements between the temporary employment agency and the principal, as well as to all legal acts aimed at their conclusion, including offers, proposals, quotations and quotations.

2. Any purchase or other conditions of the principal do not apply and are expressly rejected by the temporary employment agency.

3. Agreements deviating from these general terms and conditions shall only apply if agreed in writing and shall apply exclusively to that order.

Article 3 The assignment and the posting

Assignment
1. The contract is entered into for a definite or indefinite period.

2. Fixed-term assignment is the assignment that is entered into:

• Either for a fixed period;
• Either for a definable period of time;
• either for a definable period that does not exceed a fixed period. The fixed-term assignment ends by operation of law by expiry of the agreed period or because a predetermined objectively determinable event occurs.

End of assignment

3. The assignment for an indefinite period of time shall end by written notice with due observance of a reasonable notice period.

4. Each assignment shall terminate forthwith by notice of termination at such time as either party terminates the assignment because:

• the other party is in default;
• the other party liquidated;
• the other party is declared bankrupt or has applied for a suspension of payments.

If the temporary employment agency terminates the posting on one of these grounds, the principal's conduct on which the termination is based implies the principal's request to terminate the posting. This does not result in any liability on the part of the temporary employment agency for any damage that the principal suffers as a result. As a result of the termination the temporary employment agency's claims will be immediately due and payable.

End of posting

5. The end of the assignment means the end of the posting. Termination of the assignment by the principal implies the principal's request to the temporary employment agency to terminate the current posting(s) by the date on which the assignment has been validly terminated or the date on which the assignment has been validly dissolved.

6. If the temporary employment clause applies between the temporary employee and the temporary employment agency the posting of the temporary employee shall end at the principal's request at the time that the temporary employee reports that he is unable to perform the work due to incapacity for work. Insofar as necessary the principal is deemed to have made this request. If requested the principal shall confirm this request to the temporary employment agency in writing.

7. The posting will end by operation of law if and as soon as the temporary employment agency can no longer post the temporary employee because the employment contract between the temporary employment agency and the temporary employee has ended and that employment contract is not consecutively continued for the benefit of the same principal. The principal shall inform the temporary employment agency in a timely manner regarding the termination or continuation of the assignment with due observance of Article 6 subsection 1 in order to enable the temporary employment agency to fulfil its obligations regarding a statutory notice period correctly and fully.

Article 4 Replacement and availability

1. The temporary employment agency is entitled to replace a posted temporary employee at all times. This does not require the principal's consent. The principal will only refuse to cooperate in a replacement on reasonable grounds. Upon request the principal will motivate any refusal in writing.

2. The temporary employment agency will not have failed imputably towards the principal and will not be obliged to compensate the principal for any damage or costs if the temporary employment agency is unable or is no longer able to provide the principal with a temporary employee or a replacement temporary employee for whatever reason, or at least is unable to do so in the manner and to the extent that was agreed upon in the assignment or subsequently.

Article 5 Right of suspension

1. The principal shall not be entitled to temporarily suspend all or part of the employment of the temporary employee unless there is force majeure within the meaning of Article 6:75 of the Dutch Civil Code. 2. Contrary to paragraph 1 of this article, suspension is possible if - the principal demonstrates that there is temporarily no work available or that the temporary employee cannot be deployed and; - the temporary employment agency can successfully invoke exclusion of the obligation to continue paying wages on the ground of the collective employment agreement towards the temporary employee.

Article 6 Working procedure

1. Before the assignment commences the principal will provide the temporary employment agency with the information necessary for the posting, including an accurate description of the position, job requirements, working hours, working time, work, work location, working conditions and the intended term of the assignment.

2. On the basis of the information provided by the principal and the capacities, knowledge and skills of the (candidate) temporary employees that are eligible for deployment the temporary employment agency determines which (candidate) temporary employees it will propose to the principal for the execution of the assignment. The principal is entitled to reject the proposed (candidate) temporary employee, as a result of which the posting of the proposed (candidate) temporary employee will not go ahead.

3. The temporary employment agency will not be in default towards the principal if the contacts between the principal and the temporary employment agency prior to a possible assignment, including a concrete request from the principal to post a temporary employee, do not lead to the actual posting of a temporary employee for whatever reason or not within the term desired by the principal.

4. If the temporary employment agency requires information from the principal within the scope of fulfilling its obligations pursuant to the law or the collective employment agreement, the principal will provide that information to the temporary employment agency free of charge upon its first request.

Article 7 Working hours and working time

1. The scope of work and the temporary employee's working hours at the principal shall be laid down in the assignment or agreed otherwise. The temporary employee's working hours, working time, break and rest times shall be equal to the times and hours customary at the principal's place of work unless otherwise agreed. The principal guarantees that the temporary employee's working hours and break and rest times meet the statutory requirements. The principal shall ensure that the temporary employee does not exceed the legally permitted working hours and the agreed scope of work.

2. Holidays and leave of temporary workers shall be arranged in accordance with the law and the collective agreement.

Article 8 Company closures and compulsory days off

1. When entering into the assignment the principal must inform the temporary employment agency of any company closure and collectively required days off during the term of the assignment so that the temporary employment agency can, if possible, make that circumstance part of the employment contract with the temporary employee. If an intention to adopt a company closure and/or collective mandatory days off becomes known after entering into the assignment, the principal must inform the temporary employment agency immediately after that becomes known.

Article 9 Job and remuneration

1. Before the commencement of the assignment the principal shall provide the temporary employment agency with the description of the position to be held by the temporary employee, the corresponding grading and information about all elements of the hirer's remuneration (as regards amount and time: only and insofar as known at that time).

2. The temporary employee's remuneration, including any bonuses and expense allowances, is determined in accordance with the collective labour agreement (including the provisions regarding the hirer's remuneration) and the applicable laws and regulations, on the basis of the job description provided by the principal.

3. If at any time it appears that that job description and the related grading do not correspond with the position actually held by the temporary employee, the principal shall immediately provide the temporary employment agency with the correct job description and related grading. The temporary employee's remuneration will be determined anew on the basis of the new job description. The job description and/or grading may be adjusted during the assignment, if the temporary employee reasonably claims such adjustment with reference to laws and regulations and/or the collective labour agreement. If the adjustment results in higher remuneration the temporary employment agency will be entitled to adjust the temporary employee's remuneration and the principal's rate accordingly. The principal will owe the temporary employment agency this corrected rate from the time that the temporary employee is entitled to the higher remuneration on the basis of laws and regulations and/or the collective employment agreement.

4. The principal shall inform the temporary employment agency in a timely manner, in any event immediately upon becoming aware of any changes in the hirer's remuneration and any initial wage increases that have been adopted. This paragraph does not apply if and for as long as the temporary employee is remunerated in accordance with the Collective Labour Agreement remuneration for the allocation group.

5. If and insofar as remuneration is determined for the temporary employee on account of nonclassification, the principal shall inform the temporary employment agency in a timely manner, and in any event immediately on becoming aware of any change in the principal's job matrix that results in the position performed by the temporary employee still being classifiable in the principal's job matrix. In that case the remuneration and the principal's rate shall be adjusted in accordance with paragraph 3 of this article.

6. Remunerations and surcharges such as those for overtime, travel hours/travel time, physically stressful circumstances, work in shifts or irregularly, at special times or days (including public holidays), shifted hours and/or on-call or standby shifts shall be remunerated in accordance with the ABU-CAO and/or other applicable employment conditions regulations and shall be passed on to the client.

Article 10 Proper exercise of management and supervision

1. The principal shall act in the same careful manner towards the temporary employee in the exercise of management and supervision and with regard to the execution of the work as it is obliged to act towards its own employees.

2. Subject to its consent the principal is not permitted to "on-lend" the temporary employee to a third party; in other words, make him available to a third party for the performance of work under the management and supervision of that third party. Third party is also understood to mean a person or legal entity with which the principal is affiliated in a group.

3. The principal may only deploy the temporary employee contrary to the provisions contained in the assignment and conditions if the temporary employment agency and the temporary employee have agreed to this in writing in advance.

4. Employment of the temporary agency worker abroad by a user company established in the Netherlands is only possible for a limited period of time on the condition that the user company has organised management and supervision and the employment has been agreed in writing with the private employment agency and with the temporary agency worker.

5. The principal shall compensate the temporary employee for any damage that the temporary employee suffers as a result of an object belonging to him that was used in the context of the assigned work being damaged or destroyed.

6. To the extent possible the principal will take out adequate insurance against liability pursuant to the provisions of this Article. At the request of the temporary employment agency the principal will provide proof of insurance.

Article 11 Working conditions

1. The principal declares that it is familiar with the fact that it is considered an employer under the Working Conditions Act. The principal is responsible towards the temporary employee and the temporary employment agency for the fulfilment of the obligations arising from Article 7:658 of the Dutch Civil Code, the Working Conditions Act and the related regulations with respect to safety in the workplace, health, welfare and good working conditions in general.

2. The principal is obliged to provide the temporary employee and the temporary employment agency with written information in a timely manner, in any case one working day before the commencement of the work, regarding the required professional qualifications and the specific characteristics of the work place to be taken on. The principal actively informs the temporary employee regarding the Risk Inventory and Evaluation (RIE) used within its company.

3. If the temporary employee sustains an industrial accident or incurs an occupational disease, the principal shall, if required by law, inform the competent authorities without delay and ensure that a written report is drawn up without delay. The report will state the circumstances of the industrial accident or occupational disease in such a way that it can be determined with a reasonable degree of certainty whether and to what extent the industrial accident or occupational disease is the result of the fact that insufficient measures were taken to prevent the industrial accident or occupational disease. The principal informs the temporary employment agency as soon as possible about the industrial accident or occupational disease and submits a copy of the report drawn up.

4. The principal shall compensate the temporary worker for all damage that the temporary worker suffers in the context of performing his work if and insofar as the principal is liable for it under Article 7:658 and/or Article 7:611 and/or Article 6:162 of the Dutch Civil Code.

5. The principal will take out adequate insurance against liability pursuant to the provisions of this Article. At the request of the temporary employment agency the principal will provide proof of insurance.

Article 12 Liability of client

1. A principal who fails to fulfil or properly fulfil the obligations ensuing for it from these general terms and conditions, assignments and/or other agreements shall be obliged to compensate all damage suffered by the temporary employment agency as a result. The provisions of this Article are of general application, both - supplementary if necessary - with respect to subjects for which the obligation to pay compensation has already been provided for separately in these general terms and conditions, assignments and/or other agreements and with respect to subjects for which that is not the case.

Article 13 Client rate

1. The principal's rate owed by the principal to the temporary employment agency will be calculated on the basis of the hours worked by the temporary employee and/or (if that number is higher) on the basis of the hours to which the temporary employment agency is entitled pursuant to the general terms and conditions, assignments and/or other agreements and/or the surcharges owed by the temporary employment agency to the temporary employee. The principal's rate plus the expense allowances that the temporary employment agency owes the temporary employee. VAT is charged on the principal's rate and expense allowances.

2. The temporary employment agency shall be entitled to adjust the principal's rate during the term of the assignment if the costs of the temporary work increase:

• as a result of changes to the collective labour agreement or to the wages regulated therein, or changes to the collective labour agreement and/or employment conditions regulation applicable at the principal or to the wages regulated therein;
• due to changes in or as a result of laws and regulations, including changes in or as a result of social and fiscal laws and regulations, the collective labour agreement or any binding regulations;
• as a result of a (periodic) wage increase and/or a (one-off) mandatory payment arising from the collective labour agreement, the collective labour agreement and/or employment conditions scheme and/or laws and regulations in force at the client.

3. If the principal does not agree to pay the adjusted principal's rate pursuant to paragraph 2 and/or Article 9, this shall include the principal's request to terminate the posting.

4. Any adjustment of the principal's rate will be announced by the temporary employment agency to the principal as soon as possible and confirmed to the principal in writing.

5. If due to any cause that is attributable to the principal the remuneration has been set too low the temporary employment agency will also be entitled to determine the remuneration retroactively and to adjust and charge the principal's rate accordingly with retroactive effect. The temporary employment agency may also charge the principal for that which the principal has underpaid as a result and for the costs that the temporary employment agency has incurred as a result.

Article 14 Invoicing

1. Invoicing takes place on the basis of the method of timekeeping agreed with the client in compliance with these general terms and conditions, assignments and/or other agreements.2

. If no manner of time registration has been agreed the time registration shall be done by means of timesheets approved by the principal in writing. The principal and the temporary employment agency may agree that the time registration is done by means of a time registration system, an electronic and/or automation system or by means of overviews drawn up by or for the principal.

3. Client shall ensure correct and complete timekeeping records and shall be obliged to see to it or have it seen to that the temporary employee's details contained therein are stated correctly and truthfully, such as: the temporary employee's name, the number of hours worked, overtime hours, irregular hours and shift hours, the other hours in respect of which the client rate is due pursuant to these general terms and conditions, assignments and/or other agreements, any surcharges and any costs actually incurred.

4. If the principal provides the time registration form it shall ensure that the temporary employment agency has the time registration form at its disposal immediately following the week worked by the temporary employee. The principal is responsible for the manner in which the time registration form is provided to the temporary employment agency.

5. Before the principal submits the time registration form it shall give the temporary employee an opportunity to check the time registration form. If and insofar as the temporary employee disputes the information contained in the time registration form the temporary employment agency will be entitled to determine the hours and costs in accordance with the temporary employee's statement unless the principal can demonstrate that the information it has provided is correct. At the request of the temporary employment agency the principal will allow the principal to inspect the principal's original timekeeping records and provide the principal with a copy thereof.

6. If the timekeeping is done by means of timesheets provided by the temporary employee the principal shall retain a copy of the timesheet. In the event of a discrepancy between the timesheet submitted by the temporary employee to the temporary employment agency and the copy retained by the principal the timesheet submitted by the temporary employee to the temporary employment agency will constitute full evidence in respect of settlement unless the principal furnishes evidence to the contrary.

Article 15 Obligation of effort and liability of temporary employment agency

1. The temporary employment agency is obliged to make an effort to properly perform the assignment. If and insofar as the temporary employment agency fails to comply with this obligation the temporary employment agency will be obliged to compensate the principal's damage that ensues from that, provided that the principal submits a written complaint in that respect to the temporary employment agency as soon as possible but not later than three months after that damage arises or becomes known and demonstrates that the damage is the direct result of an attributable failure on the part of the temporary employment agency.

Article 16 Intellectual and industrial property

1. At the principal's request the temporary employment agency will have the temporary employee sign a written statement in order to ensure or promote - insofar as necessary and possible - that all intellectual and industrial property rights in respect of the results of the temporary employee's work are or will be transferred to the principal. If the temporary employment agency owes the temporary employee any compensation in that respect or otherwise incurs costs the principal will owe the temporary employment agency the same compensation or costs.

2. The principal is free to enter into an agreement directly with the temporary employee or to submit a statement to it for signature in respect of the intellectual and industrial property rights referred to in subsection 1 of this Article. The principal will inform the temporary employment agency of its intention to do so and will provide the temporary employment agency with a copy of the agreement/statement drawn up in that respect.

3. The temporary employment agency is not liable towards the principal for any fine or penalty that the temporary employee forfeits or any damage suffered by the principal as a result of the fact that the temporary employee invokes any right of intellectual and/or industrial property.

Article 17 Confidentiality

1. The temporary employment agency and the principal will not provide any confidential information from or about the other party, its activities and relations that has come to their knowledge as a result of the assignment to third parties, unless - and then insofar as - the provision of that information is necessary in order to be able to properly perform the assignment or they are under a legal obligation to disclose it.

2. At the principal's request the temporary employment agency will oblige the temporary employee to observe confidentiality regarding everything that comes to his attention or becomes known to him while performing the work, unless the temporary employee is under a legal obligation to disclose.

3. The principal is free to oblige the temporary employee directly to observe confidentiality. The principal will inform the temporary employment agency of its intention to do so and will provide the temporary employment agency with a copy of the declaration agreement drawn up in that respect.

4. The temporary employment agency shall not be liable for any fine, penalty or any damage incurred by the principal as a result of a breach of a duty of confidentiality by the temporary employee.

Article 18 Special obligations in relation to identity and processing personal data

1. The principal to whom the temporary employment agency supplies a temporary employee shall verify and establish the temporary employee's identity in accordance with the applicable laws and regulations, including but not limited to the Dutch Foreign Nationals (Employment) Act [Wet arbeid vreemdelingen], the Dutch Wav (Wet op de loonbelasting) and the Dutch Compulsory Identification Act [Wet op de identificatieplicht]. Client shall also fulfil its administrative and storage obligations in that respect.

2. In respect of foreign nationals, the principal expressly declares that it is familiar with the Wav, including that the principal must receive a copy of the document referred to in section 1 subsections 1 to 3 of the Compulsory Identification Act from the foreign national upon commencement of the foreign national's work. The principal is responsible for carefully checking this document, establishing the identity of the foreign national on the basis thereof and including a copy of the document in its records. The temporary employment agency is not responsible or liable for any fine imposed on the principal in the context of the Wav.

3. The principal expressly declares that it is familiar with the applicable laws and regulations regarding the processing of personal data. The temporary employment agency and the principal will enable each other to comply with the aforementioned legislation. Principal will in any case only use the personal data obtained through the temporary employment agency for the purpose for which it was obtained, will not keep it any longer than permitted in accordance with the laws and regulations and will ensure adequate security of this personal data.

Article 19 Treatment of temporary employee

1. The principal and the temporary employment agency will not make any prohibited distinctions based on religion, personal beliefs, political affiliation, gender, race, nationality, heterosexual or homosexual orientation, marital status, handicap, chronic illness, age or any other grounds whatsoever. Client and temporary employment agency shall only set or take into account requirements relevant to the job when granting or performing the assignment, and in the selection and treatment of temporary employees.

2. The Client shall be familiar with the Whistleblowers Act and shall ensure that the temporary worker is given access to the whistleblower scheme in the same way as its own staff if the Client has or applies such a scheme to it.

3. If the principal has a complaints procedure with respect to the treatment of employees, it shall ensure that the temporary employee has access to this complaints procedure in the same way as its own staff. This only concerns complaints that do not concern the employership of the temporary employment agency. All this, insofar as there are no legal obligations otherwise.

Article 20 Co-determination

1. The principal is obliged to give the temporary employee who is a member of the temporary employment agency's works council or the principal's works council the opportunity to exercise these participation rights in accordance with laws and regulations.

2. If the temporary agency worker exercises co-determination in the user company's company, the user company shall also owe the principal's rate for the hours during which the temporary agency worker performs work during working hours or takes a training course in connection with the exercise of co-determination.

3. The principal declares that it is aware of its information obligations pursuant to the Works Councils Act (WOR) regarding the (anticipated) deployment of temporary employees in its company. If and insofar as the principal wishes to base its fulfilment of these information obligations on information provided or to be provided by the temporary employment agency, the provision of information will not go beyond what the WOR requires.

Article 21 Obligations in relation to the Law on allocation of labour forces by intermediaries

1. The principal expressly declares that it is familiar with section 8b of the Wet allocatie arbeidskrachten door intermediairs and shall ensure that temporary workers have equal access to the company facilities or services in its company, in particular canteens, childcare and transport facilities, as the employees, employed by its company in equal or equivalent positions, unless the difference in treatment is justified for objective reasons.

2. The principal expressly declares that it is familiar with Article 8c of the Intermediaries (Allocation of Workers by Intermediaries) Act and shall ensure that vacancies arising within its company are promptly and clearly notified to the temporary worker so that the latter has the same chances of obtaining an employment contract for an indefinite period of time as the employees of that company.

3. The principal expressly declares that it is familiar with Article 10 of the Netherlands Posting of Workers by Intermediaries Act. The temporary employment agency is not permitted to supply employees to the principal or in that part of the principal's company where there is a strike, lockout or company occupation. The principal shall inform the temporary employment agency in a timely and complete manner about the intention to commence, start, continue or end collective actions organised or unorganised by the trade unions, including but not limited to a strike, lock-out or company occupation. In the performance of its supervision and management of the temporary worker, the Client shall expressly not give any instructions to the temporary worker that will result in a breach of Article 10 Waadi. Such as, but not limited to, having temporary workers perform work that is normally performed by employees participating in collective actions at that time.

4. The principal expressly declares that it is familiar with Article 12a of the Netherlands Posting of Workers by Intermediaries Act. The principal shall provide the temporary employment agency with timely and complete written or electronic information about the terms and conditions of employment prior to the commencement of the posting and thereafter if necessary.

Article 22 Applicable law and choice of forum

1. These general terms and conditions, orders and/or other agreements shall be governed by Dutch law.

2. All disputes arising from or related to a legal relationship between the parties shall be settled in first instance exclusively by the competent court of the district in which the temporary employment agency's head office is located.

Article 23 Final provision

1. If one or more provisions of these general terms and conditions are null and void or annulled, the remaining provisions of the general terms and conditions, assignments and/or other agreements shall remain in force. The provisions that are not legally valid or cannot legally be applied shall be replaced by provisions that are as close as possible to the purport of the provisions to be replaced.