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General terms and conditions

These general terms and conditions are filed with the Chamber of Commerce Amsterdam, De Ruyterkade 5, 1000 CW Amsterdam, kvk number 72784091.

 

Contents:

General

Article 1: Definitions

Article 2: Applicability

Article 3: Offer

Article 4: Rates

Article 5: Invoicing and payment

Article 6: Changes concerning promotions

Article 7: Impermissible discrimination

Article 8: Competition clause

Article 9: Employees/Insurances

Article 10: Suspension and dissolution, refusal

Article 11: Force Majeure

Article 12: Liability

Article 13: Intellectual property rights

Article 14: Right of retention

Article 15: Transfer

Article 16: Additional parties

Article 17: Delivery of appliance material

 

General

WeR1 Connection shall be understood to mean:  WeR1 Connection, established and having its office at Buikslotermeerplein 136, 1025EX Amsterdam

 

Article 1: definitions

In these terms and conditions, the following terms shall mean:

Temporary worker (m/f): any natural person who performs or will perform work for clients through the intervention of WeR1 Connection.

Client: any natural or legal person, who has a project carried out by WeR1 Connection or who hires a temporary worker (m/f) through the intervention of WeR1 Connection.

Offer: written business offer with which WeR1 Connection hopes to “do business” with a potential client.

Project price: the fee agreed upon between WeR1 Connection and the client for the project.

Order confirmation (project agreement): an order confirmation sent by WeR1 Connection to their client indicating the agreements made. A signed order confirmation by the client is binding.

Work: Temporary employment and secondment of personnel

 

Article 2: Applicability

By placing an order, the client declares to know and accept these terms and conditions. These terms and conditions apply, to the exclusion of the general terms and conditions of the client, to every offer and every agreement between WeR1 Connection and the client, insofar as these terms and conditions have not been explicitly deviated from by the parties in writing. If any provision of these terms and conditions is declared legally non-binding, this shall not affect the other provisions and the parties shall be deemed to have agreed a valid replacement provision that approximates the invalid provision as closely as possible in terms of its purport and scope.

 

Article 3: Offers

All offers made by WeR1 Connection are always without obligation. An agreement with WeR1 Connection only comes into effect when, on the one hand, WeR1 Connection has confirmed an order in writing and, on the other hand, the client has given his approval in writing.

Additional work to be performed at the request of the client and which does not form part of the agreement shall be charged separately to the client by WeR1 Connection.

WeR1 Connection is not bound by offers containing obvious clerical or counting errors. Any stated (delivery) times are approximate and not binding unless the contrary has been expressly agreed in writing. The manner in which the order shall be executed shall, in principle, be determined by WeR1 Connection. WeR1 Connection is entitled to have all, or part of the work performed by (a) third party (parties) if WeR1 Connection deems this necessary or desirable, as well as to be assisted by (a) third party (parties) in the work.

Article 4: Rates

Price quotations are always made on the basis of the prices applicable at the time of the quotation or order. If price increases occur between the time of the offer and the time when the activities to be performed under an agreement are completed, or if major changes occur in the conditions, for example, because of increases in duties and/or excise duties, labour costs, etc., WeR1 Connection reserves the right to charge these increases to the client.

All price quotations are exclusive of VAT, which will be charged separately.

All “additional costs” incurred by WeR1 Connection in respect of the work performed by it shall be charged to the client in full. Additional costs consist of: Account hours: hours incurred by WeR1 Connection due to more work in connection with matters such as: changing request, dates, location and working hours, re-instructing, tailor-made reporting, routing, keeping stock records, handling of special appliance materials and the like, if not specifically included in the offer; Cancellation costs, see article 6.1; Rush surcharge, see article 4.6.

 

Article 5: Invoicing and payment

The client is at all times obliged to pay every invoice of WeR1 Connection within thirty days after the invoice date. Payment must be made in the agreed currency and without setoff, discount, novation, or any other legal act that could limit or nullify the payment obligation of the client. Payment shall be made by transferring the amount to a bank account specified by WeR1 Connection, stating the invoice number.

Complaints about invoices issued by WeR1 Connection must be submitted to WeR1 Connection within eight days of the invoice date. After expiry of this term, complaints will no longer be considered, and the client has forfeited his rights in the matter.

In the unlikely event that you find an irregularity in the invoice, you are at all times obliged to pay that part of the invoice that you consider correct within the stipulated payment period.

WeR1 Connection has the right, based on the approved offer, to charge the client an advance of at least 50% by means of an advance invoice. This advance invoice must be paid into the account indicated by WeR1 Connection before the project commences.

WeR1 Connection is entitled, if a client fails to meet an agreed payment schedule within the stipulated period, not to execute the agreed order or to terminate the agreement prematurely and the agreement shall be considered cancelled by the client and therefore charged in its entirety as in the case of a cancellation within 24 hours, see article 6.1.

Payment for additional work shall be made as soon as this is charged to the principal and otherwise in the same way as other invoices.

If the client fails to pay what he owes WeR1 Connection under the agreement, he shall owe five per cent interest on this amount from the due date. If no payment has been made after the due date, the invoice shall be increased periodically by the same percentage for each fifteenth day of non-payment.

In the event of collection of an invoice, WeR1 Connection shall be entitled to charge extrajudicial collection costs in addition to the statutory interest in accordance with the collection rate of the Netherlands Bar Association (Nederlandse Orde van Advocaten).

Every payment made by the client serves primarily to settle the extrajudicial collection costs and the judicial costs owed by the client and is subsequently deducted from the interest owed by the client and then from the oldest outstanding claim(s), regardless of any instructions to the contrary from the client.

 

Article 6: Changes concerning promotions

If the client, after confirmation of the order, cancels the agreement in whole or in part or changes the promotion, he shall owe WeR1 Connection compensation for the costs incurred by WeR1 Connection, without prejudice to Statute’s right to claim any additional damages from the client, in accordance with the law. This compensation is expressed as a percentage of the total budgeted project price, as indicated in the signed order confirmation or contract entered into through the site by accepting the general terms and conditions and reads as follows: “On the commencement/instruction date of the promotion or during the promotion 100%; “Less than or equal to 5 working days before the commencement/instruction date of the promotion 100%; ” More than 5 working days but less than or equal to 10 working days before the commencement/instruction date of the promotion 75%; ” More than 10 working days but less than or equal to 15 working days before the commencement/instruction date of the promotion 50%; ” More than 15 working days but less than or equal to 30 working days before the commencement/instruction date of the promotion 10%. Working days means Monday to Friday from 08:00 to 17:00, excluding public holidays.

The cancellation by the client of all or part of an agreement with WeR1 Connection must be in writing. To determine the time of cancellation, the day of the written receipt of said cancellation at WeR1 Connection shall apply.

 

Article 7: Impermissible discrimination

The temporary workers (m/f) to be deployed shall be selected on the basis of WeR1 Connection’s known capacities and skills of the available temporary workers (m/f) on the one hand, and the information provided by the client to WeR1 Connection concerning the work to be assigned on the other hand. WeR1 Connection shall be entirely free in choosing the person or persons whom WeR1 Connection has assigned to perform the work.

In order to prevent any unjustified distinction being made, particularly on the basis of religion, philosophy of life, political health, gender or race or whatever grounds, it shall not be possible for the clients to make any non-functional demands when providing the information about the work to be assigned, nor shall WeR1 Connection honour them.

WeR1 Connection sees to it that all temporary workers (m/f) look well-groomed and meet the requirements that may reasonably be made of its temporary workers (m/f) by the client.

 

Article 8: Competition clause

The client is not permitted to enter a fixed-term or open-ended employment contract with a temporary employee from WeR1 Connection before this person has worked for the client for at least 2 years (104 weeks) through WeR1 Connection. If the client wishes to employ the flex worker earlier than 2 years, the client shall owe WeR1 Connection a sum of € 12000.00 excluding VAT for the recruitment-selection fee and the training costs.

For each violation by the client of the provisions in article 8.1, the client forfeits an immediately payable penalty of the amount due between the actual hours worked and the 2 years (104 weeks) stated in article 8.1, plus € 12000.00 excluding VAT for recruitment-selection fee and training costs and € 300.00 penalty for each day that a violation continues. This requires no summons, notice of default or judicial intervention and is immediately due and payable.

 

Article 9: Employees and insurance

The client is obliged to ensure the safety of the temporary worker (m/f) hired by WeR1 Connection to the extent that can reasonably be demanded in connection with the nature and scope of the work.

If the obligation referred to in Article 9.1 is not complied with, the client is obliged to compensate WeR1 Connection’s temporary employees (m/f) and/or third parties for all damage suffered as a result.

If, as a result of the temporary employee’s failure to comply with the obligation referred to in Article 9.1, he has suffered such injury in the performance of his work that death is the result, the client will be obliged to pay full compensation to the remaining spouse, children, parents or others who are supported by his work. This applies unless it can prove that the death was also caused to a significant degree by an intentional act or omission or conscious recklessness on the part of the temporary employee(s).

The client indemnifies WeR1 Connection at all times against claims as laid down in article 7:658 of the Dutch Civil Code.

The client is responsible for arranging the necessary insurance policies at its own risk with regard to the temporary worker (m/f) of WeR1 Connection and/or third parties and/or the items to be used, whereby the client ensures that the temporary worker (m/f) of WeR1 Connection and/or third parties and/or the items to be used are also insured in the relevant insurance policies. At WeR1 Connection’s request, the client shall provide evidence of this.

 

Article 10: Suspension and dissolution, refusal

In the event that the execution of the agreement is prevented as a result of force majeure, WeR1 Connection is entitled, without judicial intervention, either to suspend the execution of the agreement for a maximum of 1 month or to dissolve the agreement in whole or in part, without being obliged to pay any compensation. During the suspension WeR1 Connection is entitled and at the end of it is obliged to choose either for execution or for complete or partial dissolution of the agreement.

Both in the case of suspension and in the case of dissolution by virtue of the first paragraph, WeR1 Connection shall be entitled to demand immediate payment for the services and goods reserved by it for the execution of the agreement, for the value that should reasonably be assigned to them.

If the client does not, not adequately or not timely comply with any obligation arising for him from the agreement concluded with WeR1 Connection or from a related agreement, as well as when WeR1 Connection receives indications of diminishing creditworthiness of the client, which may create justified doubts whether the client will be able to meet his obligations towards WeR1 Connection, and furthermore in case of suspension of payment, bankruptcy, shutting down or liquidation of the company of the client, as well as in the event of receivership, a declaration of applicability of the reorganisation scheme by virtue of the Natural Persons Restructuring Act (Wet Sanering Natuurlijke Personen) or decease if the client is a natural person, the client is deemed to be legally in default and WeR1 Connection is entitled, without any notice of default or legal intervention being required, to either suspend the execution of the agreements for a maximum of six months or to dissolve all or part of these agreements, all this without being obliged to pay any compensation or provide any guarantee and without prejudice to its further rights. In all these cases, any claim WeR1 Connection has on the client shall become immediately due and payable.

In the event of suspension by virtue of Article 10.3, the agreed price shall become immediately due and payable, with deduction of the instalments already paid and of the costs saved by WeR1 Connection as a result of the suspension.

In the event of dissolution by virtue of article 10.3, the agreed price – if no prior suspension has taken place – shall become immediately due and payable, subject to deduction of the instalments already paid and of the costs saved by WeR1 Connection as a result of the dissolution, and the client shall be obliged to pay the aforementioned amount. The provisions of article 10.3 shall also apply to the provisions of article 10.6.

WeR1 Connection reserves the right to refuse or terminate orders whose content violates any statutory or other governmental provision, even if the order has already been accepted or confirmed.

WeR1 Connection also has the right at all times to refuse or terminate orders whose content is in conflict with the good name or the interests of WeR1 Connection. In that case, WeR1 Connection shall be entitled to full compensation for costs already incurred for the campaign and shall not be liable for damages resulting from the non-execution or premature termination of the campaign.

 

Article 11: Force Majeure

WeR1 Connection is not liable if and insofar as it cannot fulfill its obligations due to a circumstance that cannot be attributed to it. In these General Terms and Conditions, force majeure is understood to mean; every circumstance independent of the will of WeR1 Connection – even if this was already foreseeable at the time the agreement was concluded – which permanently or temporarily prevents compliance with the agreement, as well as, insofar as not already included, war, danger of war, civil war, riots, a government proclamation of national mourning, strike, lockout, transport difficulties, fire, illness, disability, suspension of payment or bankruptcy of third parties hired by WeR1 Connection, disruptions in the regular supply of goods to be delivered by third parties, including water and electricity and other serious disruptions in the company of WeR1 Connection or its suppliers. Force majeure shall also exist if third parties hired by WeR1 Connection can invoke force majeure.

WeR1 Connection shall make every effort to ensure that third parties contracted within the framework of the execution of the order comply with the agreements made and that the agreed services are provided. Without entitling the client to claim compensation or rescission, WeR1 Connection shall be entitled to provide equivalent services. WeR1 Connection shall always consult with the client about changes deemed necessary in this context as referred to above.

If one of the parties to the agreement is unable to meet any of its obligations under that agreement, it shall inform the other party in writing as soon as possible.

 

Article 12: Liability

WeR1 Connection is exclusively liable for damage suffered by the client if this was caused by intent or gross negligence on the part of the management of WeR1 Connection or its executive employees. The exclusions and limitations of liability included in this article also apply to the employees of WeR1 Connection and/or third parties engaged by it. Furthermore, WeR1 Connection shall never be liable for consequential damage and indirect company damage. WeR1 Connection is not liable for transport commissioned by WeR1 Connection or on behalf of the client and/or use of the advertising and/or campaign material or transport of other items in connection with the execution of the work. Appliance material from or originating from the clients, which is in the care of WeR1 Connection, remains at all times entirely at the risk of the client.

The client is obliged to ensure at, or immediately after, commencement of the work, that the temporary worker(s) (m/f) meet the client’s expectations. However, WeR1 Connection does not accept any liability with regard to damage suffered by the client if, upon placement of the temporary worker(s) (m/f), the client’s expectations do not appear to have been met.

If one or more temporary workers (m/f) do not behave according to or meet the requirements of the client, which the client may reasonably expect within the scope of the project and also discussed in detail with WeR1 Connection beforehand, the client must inform WeR1 Connection immediately, at least within four hours after commencement of the work. In that case, the client shall only be obliged to pay WeR1 Connection the remuneration owed to the temporary worker(s) (m/f) increased by the employer’s share and/or premiums. WeR1 Connection shall not be liable for the posted temporary worker(s) (m/f) who do not turn out to meet the expectations set by the client, unless the client proves that there was deliberate recklessness on the part of WeR1 Connection in the selection of the posted temporary worker(s) (m/f).

WeR1 Connection is not liable for damages caused directly or indirectly by changes in computer software and computer systems in connection with, for example, each leap year.

Without prejudice to the above, WeR1 Connection accepts no liability for acts and/or omissions of the third parties involved, nor for the accuracy of the information provided by these third parties.

WeR1 Connection bears no responsibility for photos, leaflets, and other information material, insofar as published under the responsibility of third parties.

Nor shall WeR1 Connection be liable for compensation for damages claimed by third parties on account of violation of rights belonging to these third parties, expressly including rights of industrial and intellectual property.

The client indemnifies WeR1 Connection against all costs, damage and interest that WeR1 Connection may incur as a direct or indirect result of legal actions instituted against it by third parties, including the flex worker (m/f) engaged by WeR1 Connection in connection with the execution of the agreement, on account of acts and/or omissions by the client itself, its employees or third parties engaged; the client is obliged, by virtue of the agreement, to respond to an appeal for indemnification by WeR1 Connection.

WeR1 Connection cannot be held liable for damage, in any form whatsoever, caused by non-appearance and/or illness of the flex worker (m/f) of WeR1 Connection. WeR1 Connection shall do its utmost to provide a replacement as soon as possible.

WeR1 Connection shall not be liable for any promises, in any form whatsoever, made by flex workers (m/f) of WeR1 Connection to the client.

Subject to what has been provided in this article 12 in its entirety, any liability shall otherwise be limited to 25% of the relevant invoice amount.

The damage must be reported to WeR1 Connection as soon as possible but no later than within two weeks after it occurred unless the client can demonstrate that it could not have reported the damage earlier.

 

Article 13: Intellectual property rights

WeR1 Connection reserves all its intellectual property rights, including in particular copyrights, with regard to everything that is made and/or delivered to the client in connection with the execution of the work. In case of mutual agreements, it can be stipulated that the client acquires a right to publication and/or reproduction, but always exclusively for the purpose for which the order was given and only for the number of times agreed upon or that necessarily follows directly from the order.

WeR1 Connection is at all times entitled to add its name to the works produced during the order and use them for its own promotional purposes, if desired.

The client is not entitled to record the execution of the work by WeR1 Connection and the third parties/employees (m/f) engaged by WeR1 Connection on film, video, photo, or any other future image carrier, without prior written permission from WeR1 Connection.

 

Article 14: Right of retention

WeR1 Connection is entitled to suspend the handover of everything in its possession in connection with an order until all of its claims have been settled or sufficient security has been provided for payment by or on behalf of the client.

 

Article 15: Transfer

The client is not entitled to transfer the rights and obligations arising from the agreement in whole or in part to third parties, except with the prior written permission of WeR1 Connection.

The agreement and these terms and conditions shall remain in force if the company of the client changes in whole or in part its name, legal form or ownership. In the aforementioned case, the client must notify WeR1 Connection in writing without delay.

 

Article 16: More parties

If an agreement is concluded between WeR1 Connection on the one hand and two or more parties on the other, each of these parties shall be severally liable for the full performance of the agreement.

 

Article 17: Delivery of appliance materials

Delivery by the client of goods and materials to be used by WeR1 Connection, hereinafter referred to as appliance materials, must be made in clearly distinguishable units or quantities, the packaging of which must be such that it is suitable for use, all this at the discretion of WeR1 Connection.

Upon delivery of the appliance materials, WeR1 Connection must receive an itemised statement of the type of goods as well as the corresponding sizes, colours, and weights.

WeR1 Connection accepts no liability for differences between delivered, specified, used, and returned appliance materials.

 

Article 18: Applicable law and disputes

Dutch law shall apply to all legal relationships between the client and WeR1 Connection.

All disputes that arise as a result of the agreements concluded with WeR1 Connection to which these terms and conditions apply in part or in full, or of further agreements resulting from these terms and conditions, shall be exclusively settled by the competent court in the District of Amsterdam, unless WeR1 Connection decides to appoint another court.