General terms and conditions Sourcewell BV 2023

1. General

1.1 Contractor is Sourcewell B.V., registered with the Chamber of Commerce under number 57676879.
1.1.1 These general terms and conditions apply to all our agreements.
1.2 Principal means any person or legal entity who has concluded or wishes to conclude an agreement with Provider and furthermore their representatives, agents, assigns and heirs.
1.3 The applicability of terms and conditions used by Principal is expressly rejected.
1.4 Project staff means Contractor’s staff, whether or not hired. In this context personnel also includes freelancers/self-employed persons working for Principal through Contractor.

2. Assignment confirmations

2.1 Each recruitment and selection process or interim assignment will be confirmed by Contractor to Principal by means of a written assignment confirmation and with reference to and submission of these terms and conditions.
2.2 The assignment confirmation shall include, inter alia, the following specifications:
– Description of the recruitment or interim assignment;
– The start fee and end fee (excluding VAT) charged by Provider to Principal;
– The start date and in case of an interim assignment, the probable duration of the project or assignment;
– Other provisions applicable to the project in question;
– Interim notice period if agreed upon.
2.3 The assignment confirmation, including these terms and conditions, shall be deemed to accurately and completely reflect the assignment if no objections to it are received from Client within 14 days of its dispatch to Client.
2.4 The Contractor will endeavor to propose one or more candidates. Time indications within which the Assignment should be fulfilled are always considered indicative. The Contractor shall not fail the Client and shall not be liable for any compensation for damages or costs if, for whatever reason, the Contractor is unable to present a candidate or is unable to do so in time.
2.5 Contractor is not responsible for the information provided by Client. Contractor assumes that the information is accurate and complete. The Contractor likewise assumes that the information and data received from the candidate or from referees is complete and correct. It does not guarantee this.

3. Honorarium

3.1 For offers and agreements where a fixed fee is offered or agreed upon, paragraphs 2, 3, and 5 of this article shall apply. If no fixed fee is agreed upon, paragraphs 4 to 8 of this article shall apply.
3.1.1 There are two types of Engagements. A Recruitment & Selection Assignment and an Interim Assignment.
3.2.1 When concluding the agreement with regard to a Recruitment & Selection Assignment, parties may agree on a fixed fee, called the final fee. This is expressed as a percentage of the first full-time gross annual income that the candidate will earn with Principal and amounts to 24%. Full-time gross annual income is defined as the full-time (in case of part-time this will be recalculated to full-time) gross monthly income multiplied by 12 months, added to vacation pay, added to, if as a fixed part of the emoluments, a 13th month and added to 50% of any maximum bonus promised. Invoicing will take place within three days of the signing of the employment contract between candidate and client.
3.2.2 If a fixed fee is agreed upon, a guarantee period for the duration of three months, calculated from the start of the employment contract between candidate and Client, applies. If the employment contract is terminated within the aforementioned period, 50% of the fixed fee will be refunded, provided that:
– the Client has notified the Contractor in writing or by email within 7 days of the termination of the employment contract, and;
– the termination is not due to modification or non-performance of the employment contract by the Client, and;
– the essential characteristics of the position have not changed, and;
– the termination is not the result of layoff, reorganization, merger or acquisition, and;
– Client has paid all amounts invoiced by Contractor, and;
– the conditions as stated in these general terms and conditions have been fulfilled by the Client, and:
– the Client has fulfilled all its financial obligation towards the Contractor.
3.3 If the conditions mentioned in article 3.2.2 have been fulfilled, Contractor will again accept a search assignment and confirm it in writing in an agreement. In this case, 100% of the normal final fee of that new candidate will be invoiced at the time the new candidate has signed an employment contract.
3.4 If it is an interim Assignment, the hourly rate (excluding VAT) that will be invoiced to the Client will consist of the cost of hiring the freelancer/work force and a margin for the Contractor. In the event of hiring a labor force, the ABU collective labor agreement shall apply in full.
3.5 Any cost estimates are exclusive of VAT.
3.6 For assignments with a duration of more than one month, the costs due will be charged periodically.
3.7 If Contractor agrees with Client on a fixed fee or hourly rate, Contractor is nevertheless entitled to increase this fee or rate. Contractor may pass on price increases if Contractor can demonstrate that price changes have occurred between the time of offer and delivery with respect to e.g. wages, tax and / or social security payments / premiums.
3.8 Any introduction of a Candidate is strictly confidential. A Candidate will be deemed to have been introduced at the moment the Contractor provides the Client with information related to that Candidate. The Contractor shall be entitled to the compensation in accordance with Article 3 if and as soon as, within twelve months after the Contractor has introduced a Candidate to the Client, an employment relationship/assignment relationship is established, directly or through a third party, between the Client and that Candidate, irrespective of whether there is a probationary period. If the Client does not fully or incorrectly inform the Contractor about the establishment of an employment relationship with a Candidate or the salary to be received by the Candidate, the Client shall owe a penalty of €25,000 in addition to the (corrected) fee.

4. Payment

4.1 Payment must be made within 14 days of the invoice date, in a manner to be specified by Contractor in the currency in which the invoice was issued.
4.2 After the expiry of 14 days after the invoice date, Client shall be in default. From the moment of default, Client shall owe interest on the amount due of 1% per month, unless the legal interest rate is higher in which case the legal interest rate shall apply, in which case part of a month shall be calculated as a full month.
4.3 In the event of Client’s liquidation, bankruptcy, debt rescheduling under the Natural Persons Act or suspension of payments, Contractor’s claims and Client’s obligations to Contractor will fall due immediately.
4.4 Payments made by Principal always serve first to settle all interest and costs due, secondly to settle due and payable invoices which have been outstanding the longest, even if Principal states that the payment relates to a later invoice.
4.5 If Principal is in default or in breach of one or more of his obligations, all costs, including the actual judicial costs, even if these costs exceed those pursuant to Article 237 et seq. of the Code of Legal Procedure, and the extrajudicial costs shall be borne by Principal. The extrajudicial costs are set at 15% of the total amount due, with a minimum of € 175.
4.6 At periodic intervals, the Contractor will have the creditworthiness of the Principal checked by its credit insurer. All outstanding invoices together may not exceed the limit thus determined. If the limit is (threatened to be) exceeded, no agreements will be concluded with a new project employee, unless the (expected) overrun is first made up or a bank guarantee is provided in the amount of the (expected) overrun or a deposit of that size is made. If an overrun is not reversed within one week of Contractor’s notice, Contractor shall be entitled to terminate all current agreements with a project employee at the shortest possible notice, without prejudice to Principal’s obligation to pay the agreed fees until the legally valid end of such agreements and without Contractor being liable for any damage caused by such termination. The foregoing applies mutatis mutandis if the limit is set at zero or is later set at a lower amount. If no limit is issued by the insurer, or if your limit is withdrawn, the Contractor can only deliver on the basis of direct debit, prepayment, a deposit or a bank guarantee.

5. Complaints

5.1 Complaints relating to the manner of execution, progress, quality and/or quality of the work and/or services provided must be communicated to Contractor in writing, stating reasons, without delay, failing which any rights to which Principal is entitled in this respect will lapse. Objections to the correctness of an invoice must be made known to Octrooibureau Novopatent in writing, stating reasons, within eight days of the invoice date, failing which Principal shall be deemed to have agreed to the entire invoice.

6. Limitation of liability

6.1 Contractor will not be in breach of contract vis-à-vis Principal and will not be liable to compensate Principal for any damage or costs if, for whatever reason, Contractor cannot make the project staff member available to Principal, or at least cannot do so in the manner and to the extent agreed in the contract or subsequently. Nor shall Contractor fail imputably vis-à-vis Principal and shall not be liable to compensate Principal for any damage or costs in the event of termination of the posting or non-replacement of the project staff member made available, as a result of which the assignment ends, directly or indirectly.
6.2 Contractor shall not be liable to Principal for damage caused by Contractor’s deployed project staff member to the extent that it is not the result of wilful intent or gross negligence.
6.3 If Principal suffers damage as a result of an attributable shortcoming in the performance of the contract by Contractor, Contractor will only be liable up to the amount paid out by the insurance company, up to a maximum of the rate (amount excluding VAT) of the project in question. In the event that the duration of the project is not predetermined, it will be determined at a maximum of three months.

7. Proper exercise of management and supervision

7.1 When supervising and managing the Contracted Party’s personnel and with regard to the execution of the Work, the Client will act with the same care as it is obliged to exercise with regard to its own employees.
7.2 The Client is not permitted to “lend” the Contracted Party’s personnel to a third party; in other words, to make them available to a third party for the performance of work under the supervision or management of this third party.

8. Guarantee, safety and indemnification

8.1 Principal shall arrange and maintain the work areas in such a way and take such measures and provide such instructions for the performance of work as are reasonably necessary to prevent damage in the broadest sense of the word to Contractor’s project staff during the performance of their work. Principal explicitly declares that he is familiar with the legal provision of article 7: 658 paragraph 4 of the Dutch Civil Code, which states that any person who, in the course of his profession or business, has work performed by a person with whom he does not have an employment contract is liable for the damage that person suffers in the course of his work in accordance with the provisions of paragraphs 1,2 and 3 of that article of the law.
8.2 The Client shall provide the Contractor and also the Contractor’s project employee with information about the required professional qualification as well as a document containing the specific characteristics of the job to be taken on before the work commences. It is the responsibility of the Client, and expressly not that of Contractor, to verify the suitability of the project employee for a position. The Client must further ensure that any legal and medical requirements relating to the project employee have been met. Client is not permitted, without the prior written consent of Contractor, to have the project employee perform work other than that agreed upon in the assignment or to lend the project employee to another Client.
8.3 If Contractor’s project staff member suffers an industrial accident or occupational disease, Principal shall immediately inform the competent authorities and shall ensure that a report is drawn up about this without delay, in which the circumstances of the accident are laid down in such a way that it can be ascertained with a reasonable degree of certainty whether and to what extent the accident was the result of the fact that insufficient measures were taken to prevent such an industrial accident or occupational disease.
8.4 Principal shall compensate Contractor, or the project staff member directly, for all damage (including costs including the actual costs of legal assistance) suffered by the project staff member in the performance of his work, unless Principal proves that he has fully complied with the obligations mentioned above in paragraphs 1,2 and 3 of this article or that the damage is to a significant extent the result of intent or conscious recklessness on the part of the project staff member. If the industrial accident results in death, Principal shall be obliged to compensate damage (including costs including actual costs of legal assistance) under the conditions mentioned above in accordance with article 6: 108 of the Dutch Civil Code to the persons mentioned in that article.
8.5 Principal shall compensate Contractor, or the project staff member directly, for all damage (including costs, including the actual costs of legal assistance) suffered by the project staff member as a result of the damage or destruction of property belonging to the project staff member and used by him in the context of the assigned work. Principal shall indemnify Contractor against all claims in this respect.
8.6 Principal will take out adequate insurance against liability under the provisions of paragraphs 1 to 5 of this article.
8.7 Client shall be obliged to fulfil all obligations as referred to in paragraphs 1 to 6 of this article in full and shall indemnify Contractor at all times against claims and all related costs, including the actual costs of legal assistance incurred by Contractor in respect of the non-fulfilment of any of the aforementioned obligations, without prejudice to any other (rights of action) of Contractor against Client.

9 Special exclusion of liability for damage and indemnification

9.1 Contractor is not liable to Principal for damages and losses inflicted by project employees on Principal or third parties.
9.2 Principal shall indemnify Contractor for any liability (including all costs, including the actual costs of legal assistance) of Contractor -directly or indirectly- arising from damages and losses inflicted by the project staff on Principal or on third parties.
9.3 Client shall indemnify Contractor against any liability (including costs including the actual costs of legal assistance) of Contractor -directly or indirectly- arising from obligations that the project staff have entered into with or have arisen for them vis-à-vis Client or third parties, whether or not with the consent of Client or those third parties.
9.4 In the event that Principal wishes to make use of the services of a self-employed person through Contractor, Principal shall bear the full risk of subsequently being regarded as an employer by the Tax Authorities and thus being liable for taxes and contributions to be paid. Client expressly indemnifies Contractor from any liability in this regard.
9.5 Client shall take out adequate insurance to cover these indemnifications and to cover the underlying liabilities.

10 Interim modification, notice and termination of an interim agreement

10.1 The Contractor is permitted to amend the Agreement on an interim basis. The amendment comes into effect as soon as Contractor has confirmed it to Principal in writing.
10.2 Contractor is entitled to terminate the agreement with immediate effect if Client is in default with respect to the performance of any obligation arising from the law or the agreement, is liquidated or declared bankrupt, the legal debt restructuring scheme is declared applicable or suspension of payments is granted. If Contractor exercises this right to immediate dissolution and or termination, this shall not affect Contractor’s right to claim full damages, including all costs, including the actual costs of legal assistance from Client.
10.3 If either party wishes to terminate this Agreement prematurely, a notice period of 1 month shall apply to both parties. Notice of termination shall be given by the end of the month.
10.4 Subject to the above, settlement will then take place based on the status of the project and the costs incurred.
10.5 Principal undertakes to inform both project staff and Contractor in writing at least five weeks prior to the end of the project staff member’s deployment whether or not the deployment will be extended and, if so, under what conditions. Any damage resulting from the absence of or late notification will be for Principal’s account and Principal therefore indemnifies Contractor for all damage and costs resulting from the late notification.

11 Taking over personnel in case of interim assignment

11.1 During the term of the agreement, including the time between the candidate’s introduction to the Client or the time between the conclusion of the agreement and the commencement of the performance of the work by the employee or freelancer, the Client or its affiliated companies are not permitted to enter into an employment contract with the Contractor’s employee or the freelancer recruited by the Contractor or to have them perform work on the basis of another type of contract, regardless of the nature, name and content of the position. Upon violation of this paragraph, Client shall owe an immediately payable penalty in the amount of six gross monthly salaries, as estimated by Contractor and based on full-time employment, with a minimum of €15,000. This provision does not affect the possibility of claiming damages.
11.2 Principal or its affiliates shall be permitted, for reasonable compensation, to employ or similarly employ the project employee within 12 months of the termination of the Agreement (regardless of the reason for termination), regardless of the nature, name and content of the position. The amount of reasonable compensation shall depend on the duration of the project and the number of hours worked and shall be 30% of the hourly rate multiplied by the difference between 1500 hours and the number of hours worked in case the employee is a seconded employee who is employed by Contractor. In case the employee is self-employed, the fee is €10 multiplied by the difference between 1920 hours and the number of hours worked. The Client shall owe VAT on this reasonable fee. The fee is deemed to be a reasonable fee as referred to in article 9a of the Wet allocatie arbeidskrachten door intermediairs.

12 Differences of opinion and choice of law/forum

12.1 In the event of apparent differences of opinion between Principal and Contractor concerning the execution of the project or the interpretation of these General Terms and Conditions or the order confirmation, a solution shall be sought amicably by the parties jointly, in good faith and with the utmost urgency.
12.2 All agreements of Contractor shall be governed exclusively by Dutch law. Each party shall always be free to apply to the competent court in Amsterdam.