Terms and Conditions

General Conditions of Wanted Blue Label B.V.

INTRODUCTION

All legal relationships of and with Wanted Blue Label B.V. and its affiliates, including but not limited to parent companies, sister companies and subsidiaries, if any, are governed by the general provisions of Part A of these General Conditions. If all or part of an Agreement relates to the posting of Workers or to Secondment, the specific provisions of Part B apply in addition to the general provisions of Part A. If all or part of an Agreement relates to services provided by Self-Employed Persons, the specific provisions of Part C apply in addition to the general provisions of Part A. If all or part of an Agreement relates to recruitment and selection, the specific provisions of Part D apply in addition to the general provisions of Part A. In the event of inconsistencies, the more specific provisions prevail over the general provisions.

 

PART A: GENERAL PROVISIONS

Article 1.          Definitions

1.1       General Conditions: these general terms and conditions.

1.2       Wanted: Wanted Blue Label B.V., a private limited liability company, having its registered office and maintaining a place of business at Starnmeerstraat 1, 2131 AE Hoofddorp, the Netherlands, registered at the Chamber of Commerce under number 73111643, as well as its sister companies and subsidiaries.

1.3       Worker: any natural person who is employed at Wanted on the basis of a temporary employment contract or a secondment agreement under Article 7:690 of the Dutch Civil Code, or any natural person who is employed at another employer and is then posted at the Client by or via Wanted to perform work under the Client’s management and supervision.

1.4       Prospective Worker: a natural person recruited and selected by Wanted who is introduced to the Client by Wanted for one or more positions or vacancies within the Client’s organisation, regardless of whether the Client already knew the Prospective Worker directly or indirectly (in any capacity whatsoever).

1.5       Collective Bargaining Agreement: the collective bargaining agreement governing the employment contract between Wanted and the Worker.

1.6       Services: all services to be provided by Wanted to the Client under an Agreement.

1.7       Recipient’s Remuneration: the remuneration that applies at the Client to employees in the Client’s service in a position that is the same as or similar to that of a Worker, consisting of the following wage elements:

  1. only the applicable periodic pay in the scale;
  2. the applicable reduction of working hours per week/month/year/period, which may be compensated in the form of time and/or money, at Wanted’s option;
  3. allowances for overtime, shifted hours, irregular hours (including public holiday allowance), shift work and work in physically demanding conditions related to the nature of the work (including working in low or high temperatures, working with hazardous substances or dirty work);
  4. initial wage increase; amount and time determined by the Client;
  5. expense allowance (insofar as Wanted may pay it free of wage tax and social security contributions: travelling expenses, accommodation costs and other expenses necessitated by the performance of the work);
  6. wage increments: amount and time determined by the Client; and
  7. payment for travel hours or travel time related to the work.

1.8       Candidate: any natural person who may be introduced by Wanted to enter into an employment contract with the Client.

1.9       Offer: any oral or Written offer made by Wanted to the Client.

1.10     Client: any natural person or legal entity that enters or intends to enter into an Agreement with Wanted.

1.11     Client Rate: the rate payable by the Client to Wanted, excluding any transition payment, expense allowances, other allowances and VAT. The rate is charged per hour, unless otherwise stated.

1.12     Agreement: any agreement, regardless of its form, between a Client and Wanted, any amendment or addition to such an agreement, and all juridical and other acts related to the preparation and performance of that Agreement by Wanted.

1.13     Parties: Wanted and the Client jointly.

1.14     Written/In Writing: recorded in writing or made available in digital form, by e-mail or by other electronic means.

1.15     Posting: the posting of a Worker by Wanted under an Agreement, to perform work under the Client’s management and supervision.

1.16      Self-Employed Person: any self-employed person without employees (known in Dutch as a zzp’er) who enters into an Agreement with Wanted under a model or other agreement (intermediation) under Articles 7:400 et seq. of the Dutch Civil Code, to perform work for the Client under that services agreement at his or her own expense and risk, or any self-employed person without employees who has entered into a model or other agreement (intermediation) under Articles 7:400 et seq. of the Dutch Civil Code with a third party and who will perform work for the Client via Wanted (hire and assign) under that agreement and at his or her own expense and risk.

 

Article 2. Scope

2.1       These General Conditions govern all Offers and legal relationships of and agreements entered into with Wanted. These General Conditions also govern any further or follow-up agreements between Wanted and the Client. The Client is deemed to have accepted them.

2.2       Deviations from these General Conditions are valid only if expressly agreed In Writing between the Parties. In that case the deviating provisions expressly agreed In Writing prevail. The applicability of any general conditions of purchase or other general condition of the Client is expressly rejected.

2.3       If any provision of these General Conditions is void or voided in whole or in part at any time, the other provisions of these General Conditions remain in full force. The parties will then consult to agree on new provisions to replace the void or voided provisions that are in keeping with the Parties’ intention when the void or voided provision was drawn up.

2.4       If Wanted does not always demand strict compliance with these General Conditions, that does not mean that the provisions in question do not apply or that Wanted in any way loses the right to demand strict compliance with these General Conditions in other cases.

2.5       If Wanted deviates from these General Conditions in one or more agreements with the Client, that does not mean that such deviation also applies to previous or subsequent agreements between Wanted and the Client.

2.6       Wanted may amend these General Conditions from time to time, subject to a reasonable notice period for the Client. If the Client does not protest within 14 days after such notice is given, the amended General Conditions govern all new Agreements and all Agreements in force at that time as from the date of the notice, insofar as they are performed after the date of the notice.

 

Article 3. Offers and formation of an Agreement

3.1       All Offers of Wanted are subject to contract and may be withdrawn by Wanted at any time, even if the Offer states a term for acceptance.

3.2       Wanted cannot be held to its Offer if the Client could reasonably have understood that the Offer, or any part of the Offer, contains an obvious mistake or clerical error.

3.3       An Agreement is entered into when the Client:

  • gives an assignment to Wanted;
  • accepts Wanted’s Offer;
  • signs a Written Agreement with Wanted; or
  • interviews a candidate or a Self-Employed Person.

If the Client gives an assignment to Wanted that is not preceded by an Offer or if the Offer has not or not yet been signed by both Parties, the Agreement is deemed to have been entered into when Wanted confirms the assignment or when Wanted starts to perform the assignment, for instance (but not only) when Wanted interviews a Prospective Worker, a Self-Employed Person or a Candidate. Wanted may at any time replace a Prospective Worker, Worker, Self-Employed Person or Candidate, or a proposed Prospective Worker, Worker, Self-Employed Person or Candidate.

 

Article 4. Payment

4.1       Unless otherwise agreed In Writing, the Client must pay all amounts payable to Wanted within 14 days of the date of the invoice or partial invoice, in a manner stated by Wanted and in the currency of the invoice. The value date on the bank statement is decisive and is regarded as the date of payment.

4.2       Only payment to Wanted or to a third party expressly designated by Wanted In Writing constitutes valid discharge. Payments made by the Client to the Workers, Self-Employed Persons or Candidates, regardless of the legal basis, or the payment of advances to the Workers, Self-Employed Persons or Candidates, are not binding in relation to Wanted and in no event constitute grounds for settlement or repayment.

4.3       If the Client objects to the invoice received, it must notify Wanted of its objections In Writing within eight days of the date of the invoice, failing which the invoice is deemed to be correct.

4.4.      The Client may in no event suspend its obligations towards Wanted or set them off against any claim of its own against Wanted. Objections to the amount of an invoice or regarding the Services provided in no event give the Client a right of suspension or set-off.

4.5       If the Client fails to pay the invoice within the credit period, it is in default by operation of law, without any prior notice of default being required. Contractual interest at a rate of 1% per month or part of a month is payable by the Client on the amount due from the date of default, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies. The interest on the amount due is charged from the moment the Client is in default until the moment of full payment of the amount due.

4.6       All costs, both judicial and extrajudicial, incurred by Wanted in enforcing its rights are payable in their entirety by the Client. The extrajudicial costs are set at 15% of the principal due, including VAT and interest, unless Wanted has demonstrably incurred higher costs, in which case Wanted may also claim that amount from the Client, subject to a minimum of €500 per claim. Those costs are payable by the Client as soon as it is in default and are charged without any further evidence being required.

4.7       Unless otherwise stated by Wanted, payments by the Client are always first deducted from the costs and interest due (in that order) and then from the principal and accrued interest, older claims taking priority over new ones, regardless of whether the Client states a different order of priority for the allocation of the payment. Wanted may refuse full repayment of the principal if that repayment does not include the default interest, the accrued interest and the debt collection costs. If Wanted so wishes, and in any event if the Client is in breach of any payment obligation on any ground, Wanted may demand payment in advance or the provision of security for the Client’s payment obligations after entering into an Agreement, contrary to the agreed payment arrangement. The Client must then comply at Wanted’s first request.

4.8       If the Agreement is entered into with more than one Client, all the Clients are jointly and severally liable for the performance of the payment obligations under the Agreement (regardless of the name stated on the invoice).

4.9       If the Client fails to comply with Article 4.1 or fails to respond to a request of Wanted as set out in Article 4.7, Wanted may:

  1. dissolve (ontbinden) all or part of the Agreement with the Client, without any notice of default being required. If Wanted incurs costs or loss in any way as a result of the Client’s default, the Client is liable for and must reimburse that loss and those costs; or
  2. suspend all or part of its obligations towards the Client under the Agreement.

 

Article 5.          Fear of non-performance

5.1       If circumstances come to Wanted’s knowledge after entering into the Agreement that give it good reason to fear that the Client will fail to perform one of its obligations or to do so in a correct or timely manner, all of the Client’s payment obligations towards Wanted, regardless of the ground, fall due immediately and in full. Such cases include, without limitation, insolvency and a suspension of payment on the part of the Client or a pending application for one of such measures, a resolution regarding the Client’s winding-up or a merger, attachment being levied on any part of the Client’s assets, failure of the Client to perform any payment obligation towards Wanted, and liquidation or cessation of the Client’s business. Wanted may at any time demand immediate payment of these claims or the provision of security regarding such claims.

5.2       Wanted may in that case suspend the performance of its obligations towards the Client until payment is made of or security is provided for all the payment obligations. If Wanted does so, it is not liable in any manner for any resulting damages or costs consequently incurred by the Client.

5.3       The Client is liable for all loss incurred by Wanted as a result of a situation as described in Article 5.1 or 5.2.

 

Article 6.          Takeover

6.1       For the purposes of this article, entering into an employment relationship with a Prospective Worker, Worker or Self-employed person means:

  • the entry into an employment contract, a works contract or a contract for services between the Client and a Prospective Worker, a Worker or a Self-Employed Person;
  • having the Prospective Worker, Worker or Self-Employed Person in question supplied by a third party (such as another temporary employment agency); and
  • the entry into an employment relationship between the Prospective Worker, Worker or Self-Employed Person and a third party whereby the Client and that third party are affiliated in a group (within the meaning of Article 2:24b of the Dutch Civil Code) or the third party is a subsidiary of another company (within the meaning of Article 2:24a of the Dutch Civil Code).

6.2.      For the purposes of this article the terms Prospective Worker, Worker and Self-Employed Person include:

  • a Prospective Worker, Worker or Self-Employed Person who is registered at Wanted;
  • a Prospective Worker, Worker or Self-Employed Person whom Wanted has introduced to or put into contact with the Client; and
  • a Worker whose posting ended less than twelve months before the start of the employment relationship with the Client, or a Self-Employed Person whose work ended less than twelve months before the start of the employment relationship with the Client.

6.3       The Client may enter into an employment relationship with a Prospective Worker, a Worker or a Self-Employed Person only if and insofar as the provisions of this article are met.

6.4       The Client may not enter into an employment relationship with the Worker if and insofar as the employment contract between the Worker and Wanted (or the third party) has not been lawfully terminated and if and insofar as the Client cannot lawfully terminate or has not lawfully terminated the Agreement with Wanted.

6.5       The Client may not enter into an employment relationship with the Self-Employed Person if and insofar as the model or other agreement between the Self-Employed Person and Wanted (or the third party) has not lawfully ended and if and insofar as the Client cannot lawfully terminate or has not lawfully terminated the Agreement with Wanted.

6.6       The Client must notify Wanted In Writing as soon as possible of its intention to enter into an employment relationship with the Prospective Worker, Worker or Self-Employed Person before doing so. The Client must terminate the Agreement in accordance with these General Conditions.

6.7       If a Prospective Worker, a Worker or a Self-Employed Person is introduced to a potential Client through the agency of Wanted and that potential Client enters into an employment relationship for the same or another position with that Prospective Worker, Worker or Self-Employed Person directly or via third parties within twelve months after the introduction of that Prospective Worker, Worker or Self-Employed Person, an immediately payable fee, not subject to set-off, is payable by that Client to Wanted in the amount of 25% of the Client Rate or other rate that Wanted would have charged for the work to be performed by the Prospective Worker, Worker or Self-Employed Person if he or she had performed work for the Client via Wanted, for a period of 1040 hours, subject to a minimum fee of €7,500. That fee is always payable by the Client if the Prospective Worker, Worker or Self-Employed Person was introduced to the Client by Wanted. That fee referred to in this paragraph is due irrespective of whether the Client already directly or indirectly knew the Prospective Worker, Worker or Self-Employed Person (in any capacity whatsoever).

6.8       If the Client enters into an employment relationship, either directly or via third parties, for the same or a different position, with a Worker or Self-Employed Person who is made available to it under a fixed-term or open-ended Agreement before that Worker or Self-Employed Person has worked 1040 hours, an immediately payable fee, not subject to set-off, is payable by the Client, without any further notice of default being required, of 25% of the most recently applicable Client Rate for 1040 hours minus the hours already worked by the Worker or Self-Employed Person under the Agreement.

6.9       If the Client enters into an employment relationship for the same or a different position with the Worker or Self-Employed Person within twelve (12) months after the end of his or her Posting at the Client or his or her work for the Client (regardless of whether it was based on a fixed-term or open-ended Agreement), a fee of 25% of the Client Rate that would have applied to the Worker or Self-Employed Person in question over a period of 1040 hours worked minus the hours already worked by the Worker or Self-Employed Person on the basis of the terminated Agreement is payable by the Client. This applies both if the Client contacted the Worker or Self-Employed Person for this purpose, either directly or via a third party, and if the Worker or Self-Employed Person applied for a job at the Client, either directly or via a third party.

 

Article 7.          Liability

7.1       If it is established at law or otherwise that Wanted is liable towards the Client for damages incurred in respect of the Agreement, either on the grounds of a wrongful act or on any other ground, that total liability, including any liability under Article 6:230 or Article 6:271 of the Dutch Civil Code, is at all times limited as follows:

  1. Wanted’s total liability on the grounds of breach in the performance of the Agreement or on any legal ground whatsoever, expressly including breach in the performance of an obligation agreed on with the Client, is limited to reimbursement of direct loss. Direct loss means only loss resulting from damage to or destruction of property (repair costs or replacement costs).
  2. Wanted is in no event liable for indirect loss incurred by the Client, including but not limited to consequential loss, loss of profit, lost savings, loss of goodwill, loss as a result of claims of clients of the Client, lost income, lost sales, and loss due to operational breakdowns or other stagnation. All liability on the part of Wanted related to the destruction or loss of data or documents is also excluded.
  3. Wanted is in no event liable for loss resulting from reliance by Wanted on incorrect data, files, tools or information provided by or on behalf of the Client.
  4. Wanted’s liability towards the Client, including any liability on the grounds of an obligation to undo and liability under Article 6:230 of the Dutch Civil Code, is limited at all times to the amount, if any, paid by Wanted’s liability insurance.
  5. If no payment is made by Wanted’s liability insurance, regardless of the reason, Wanted’s liability, including any obligation under Article 6:230 or Article 6:271 of the Dutch Civil Code:
  • under a specific Agreement is limited to the total amount of the last three invoices paid by the Client under that Agreement; or
  • on any other ground is limited to an amount of €10,000 per claim;

whereby Wanted’s total liability is at all times limited to a maximum amount of €25,000 per year, regardless of the liability ground and the number of harmful events.

7.2       These limitations do not apply in the event of intent or wilful recklessness on the part of Wanted’s management.

7.3       All subordinates, the company or companies with which Wanted is affiliated in a group (within the meaning of Article 2:24b of the Dutch Civil Code), clients and contacts of Wanted may rely on the aforesaid provisions in relation to the Client and, if necessary, also in relation to third parties, on the same basis as Wanted.

7.4       The provisions of this article and all other restrictions and exclusions of liability referred to in these General Conditions also apply to all natural persons and legal entities engaged by Wanted in the performance of the Agreement.

7.5       Any loss for which Wanted may be held liable must be reported to Wanted In Writing as soon as possible but no later than eight days after it arises, subject to forfeiture of the right to reimbursement of such loss. That term does not apply if the Client can demonstrate that the loss could not be reported earlier for good reason.

7.6       A liability claim against Wanted expires twelve months after the Client became or could reasonably have become aware of the harmful event.

7.7       The Client in no event has a right of set-off.

 

Article 8.          Confidentiality

8.1       The Parties may not disclose to any third party any confidential information of or regarding the other party, its activities or its business contacts that comes to their knowledge under the Agreement unless, and then only insofar as, the proper performance of the Agreement requires the disclosure of that information or they are under a statutory duty of disclosure.

8.2       At the Client’s request, Wanted will impose a duty of confidentiality on the Prospective Worker, the Worker or the Self-Employed Person regarding all information that comes to his or her attention in performing the work, unless he or she is under a statutory duty of disclosure.

8.3       The Client is free to directly impose a duty of confidentiality on the Prospective Worker, the Worker or the Self-Employed Person. The Client must notify Wanted of its intention to do so and provide Wanted with a copy of the declaration or agreement in question.

8.4       Wanted is not liable for any fine or penalty imposed on or any loss incurred by the Client as a result of breach of this duty of confidentiality by the Prospective Worker, Worker or Self-Employed Person.

 

Article 9.          Hiring Workers or Self-Employed Persons and posting them at a third party

9.1       Wanted may hire Workers via another employer and then post them at the Client. In that case references to “Wanted” in the Agreement and these General Conditions as the Worker’s employer must be read as that other employer.

9.2       Wanted may hire Self-Employed Persons who have entered into a model or other agreement with a third party and make them available to a third party in order to subsequently have them work for the Client under that agreement at their own expense and risk. In that case references to “Wanted” as the Self-Employed Person’s contracting party must be read as that third party.

 

Article 10.        Governing law and choice of forum

10.1     These General Conditions, all legal relationships between the Parties and the Agreement are governed by Dutch law.

10.2     Any and all disputes arising from or related to a legal relationship between the Parties will be settled in the first instance exclusively by the competent court of the District Court of Amsterdam, unless mandatory rules of law provide otherwise. Wanted may nevertheless at any time submit the dispute to the court that has jurisdiction by law.

 

PART B: POSTING/SECONDMENT

 

Article 11.        Term and termination of the Agreement and the Posting

11.1     An Agreement is entered into for either a fixed term or an open-ended period.

11.2     A fixed-term Agreement is entered into:

  • for a fixed period;
  • for a determinable period; or
  • for a determinable period not exceeding a fixed period.

11.3     If and insofar as the Parties have entered into a fixed-term Agreement, it is valid for the period agreed on between the Parties. The Agreement is each time automatically extended by the term originally agreed on, unless the Client or Wanted terminates the Agreement In Writing, subject to a notice period of 30 days before the end of the term in question.

11.4     An open-ended Agreement ends by Written notice, subject to a notice period of three calendar months, unless otherwise agreed.

11.5     All Agreements end with immediate effect on the date on which either of the Parties terminates the Agreement on the grounds that:

  • the other Party is in default;
  • the other Party ceases its operations, comes to an arrangement with all its creditors, is wound up, is put into liquidation or ceases its activities; or
  • the other Party is declared bankrupt or applies for a suspension of payment.

11.6     If Wanted terminates the Agreement on one of these grounds, the Client’s actions on which the termination is based constitute a request of the Client to terminate the Posting, without that giving rise to any liability on the part of Wanted for any loss consequently incurred by the Client. All claims of Wanted fall due immediately as a result of the termination.

11.7     Termination of the Agreement means termination of the Posting. Termination of the Agreement by the Client also constitutes a request of the Client to Wanted to terminate the current Posting(s) as from the date of lawful termination of the Agreement or as from the date of lawful dissolution (ontbinding) of the Agreement.

11.8     If the temporary employment agency clause applies between the Worker and Wanted, the Worker’s Posting ends at the Client’s request the moment the Worker reports that he or she is unable to perform the work due to incapacity for work. Insofar as necessary, the Client is deemed to have made that request. If so requested, the Client must confirm that request to Wanted In Writing. Termination of the Posting expressly does not mean termination of the Agreement.

11.9     The Posting ends by operation of law if and when Wanted is no longer able to post the Worker because the employment contract between Wanted and the Worker has ended and that employment contract is not subsequently continued for the same Client. In that case Wanted is not in breach in relation to the Client and is not liable for any loss consequently incurred by the Client.

11.10    The Client will notify Wanted in good time of the termination or continuation of the Posting to allow Wanted to correctly perform all its obligations regarding the statutory notice period. The Client indemnifies Wanted against any loss consequently incurred.

11.11    If the temporary employment agency clause applies between the Worker and Wanted and if the Posting has lasted longer than 26 weeks, the Client must notify Wanted no later than ten calendar days in the event of termination of the Posting, regardless of the notice period, if any, that applies under the Agreement and regardless of termination (by operation of law or otherwise) of the Agreement (for instance because it has the end of its term). If the Client fails to observe that notice period, the Client is liable for and indemnifies Wanted against any loss (direct and indirect) consequently incurred by Wanted, in any event including but not limited to the wages that the Worker would have earned during the notice period that has not been observed.

11.12    The preceding paragraphs are without prejudice to the right to rely on Article 6:265 of the Dutch Civil Code. If an Agreement is dissolved (ontbonden), no amount already paid under the Agreement may be reclaimed on the grounds of an obligation to undo.

11.13    Termination of an Agreement does not affect any other Agreements in force between Wanted and the Client.

 

Article 12.        Client’s duty of disclosure

12.1     The Client acknowledges that proper performance of the Agreement by Wanted is dependent as a rule on the correct and timely provision of documents and information by the Client, particularly regarding the determination of the Recipient’s Remuneration. To ensure that the Agreement is performed on schedule insofar as possible, the Client must therefore provide Wanted in a timely manner with all the items and perform all the actions that the performance of the Agreement by Wanted requires or of which the Client should reasonably understand that they are required to perform the Agreement, including but expressly not limited to all information that may impact the Services. This also expressly applies to the information that is relevant to the classification of the employment contract with the Worker, in particular regarding the Client’s activities, if any, related to the recruitment and selection of the Prospective Worker or the Worker. That information may be relevant to the possible classification of the Worker’s employment contract as a payroll agreement (within the meaning of Article 7:692 of the Dutch Civil Code).

12.2     The Client acknowledges that all the agreements made between it and Wanted (and the provision of the Services) are based on the assumption that a regular temporary employment contract within the meaning of Article 7:690 of the Dutch Civil Code is or will be entered into between Wanted and the Worker, not being a payroll agreement within the meaning of Article 7:692 of the Dutch Civil Code. If, regardless of the reason, the employment contract is nevertheless found to be a payroll agreement within the meaning of Article 7:692 of the Dutch Civil Code between Wanted and the Worker, the Client is liable for and indemnifies Wanted against any direct and indirect loss, including but not limited to wages, social security premiums and taxes due, and all costs, including the actual costs of legal assistance, incurred by Wanted as a result of such classification or reclassification. That loss will be recovered from the Client with retroactive effect. The Client Rate will furthermore be adjusted accordingly (with retroactive effect), i.e. with due observance of all cost-increasing and other rules that apply to the payroll agreement.

12.3     Before Wanted enters into an employment contract with the Prospective Worker, the Client must disclose to Wanted In Writing all information that is relevant to the classification of the employment contract. The Client is liable for all costs (including legal costs) and loss incurred by Wanted as a result of failure of the Client to comply or to fully comply with the aforesaid duty of disclosure.

12.4     The Client must notify Wanted on entering into the Agreement of any company closures and collective mandatory days off during the term of the Agreement, to allow Wanted, if possible, to include those circumstances in the employment contract with the Worker. If a proposal regarding a company closure or a collective mandatory day off becomes known after the Agreement is entered into, the Client must notify Wanted accordingly In Writing as soon as that becomes known. If the Client fails to notify Wanted In Writing in a timely manner, the Client must pay Wanted the full Client Rate during the period of the company closure for the number of hours and overtime hours that apply or are customary under the Agreement and these General Conditions.

12.5     The Client warrants that the actions performed and the information provided by it or on its behalf in relation to Wanted are correct, complete, reliable, sound and lawful. The Client also warrants that it has provided all the items and has performed all the actions referred to in Article 12.1 of this article that are essential for the purpose and performance of the Agreement.

12.6     The Client must notify Wanted In Writing of any changes in the Recipient’s Remuneration and of any initial wage increases agreed on in a timely manner, in any event as soon as they become known.

12.7     The performance of the Agreement will not be commenced until the Client complies with its aforesaid duty to provide information and items. If Wanted is not provided in a timely manner with the information required for the performance of the Agreement or if the necessary actions are not taken in a timely manner, Wanted may suspend the performance of the Agreement until the Client provides all the information or items, or may take any action that is necessary to enable Wanted to perform the Agreement, in which case the costs incurred by Wanted are at the Client’s expense and risk.

12.8     If the Agreement can no longer be performed within the agreed period because Wanted is not provided in a timely manner with the information required to perform the Agreement, Wanted may terminate the Agreement with immediate effect, without being liable for any loss incurred by the Client. Any extra hours and extra costs incurred by Wanted, as well as any other loss incurred by Wanted as a result of the Client’s failure to comply with its obligation to provide information set out in this article, are payable by the Client at the customary rates that apply at the time.

12.9     The Client is liable for and indemnifies Wanted against any loss incurred by Wanted, the Worker or the Client as a result of incorrect application of the Recipient’s Remuneration if the Recipient’s Remuneration has been determined on the basis of incorrect or incomplete information with which the Client has provided Wanted. The Client is also liable for any costs (including legal costs) and loss incurred by Wanted because the Client has not or not fully complied with the obligation to provide information referred to in this article (including the provision of all information that may be relevant to the classification of the employment contract between Wanted and the Worker).

 

Article 13.        Working procedure

13.1     The Client must provide Wanted before the start of Agreement or the Posting with an accurate description of the position, job requirements, working hours, number of working hours, activities, place of work, working conditions and intended term of the Agreement.

13.2     On the basis of the information provided by the Client and the capabilities, knowledge and skills of the Prospective Worker or the Worker who is eligible for the Posting, Wanted determines which Prospective Worker or Worker it will introduce to the Client for the performance of the Agreement. The Client may reject the proposed Prospective Worker or Worker, in which case the Posting of the proposed Prospective Worker will not go ahead.

13.3     Wanted is not in breach in relation to the Client and is not liable for any loss or costs if for any reason the contacts between the Client and Wanted preceding a possible Agreement, including a specific request by the Client to post a Worker, do not lead to the actual Posting of a Worker or to the Posting of a Worker within the term desired by the Client.

13.4     If Wanted requires information from the Client in order to perform its obligations under the law or the Collective Bargaining Agreement, the Client must provide Wanted with that information free of charge at its first request.

 

Article 14.        Position and remuneration

14.1     The Worker’s remuneration, including bonuses and expense allowance, if any, is determined in accordance with the Collective Bargaining Agreement (including the provisions regarding the Recipient’s Remuneration) and the applicable laws and regulations, on the basis of the job description provided by the Client.

14.2     If it becomes apparent at any time that that job description and the related pay scale are not in accordance with the position actually held by the Worker, the Client must immediately provide Wanted with the correct job description and related pay scale. The Worker’s remuneration is then redetermined on the basis of the new job description. The job description and pay scale may be changed during the term of the Agreement if the Worker is so entitled on the grounds of the law or regulations, the Collective Bargaining Agreement or the Recipient’s Remuneration. If the change leads to a higher remuneration, Wanted will adjust the Worker’s remuneration and the Client Rate accordingly. That adjusted Client Rate is payable by Wanted to the Client from the moment the Worker holds the actual position, possibly with retroactive effect.

14.3     The Client must notify Wanted In Writing of any changes to the Recipient’s Remuneration and of any initial wage increases agreed on in a timely manner and in any event as soon as they become known.

14.4     If the Worker cannot be classified on the basis of the Collective Bargaining Agreement or no employees work at the Client in the same or a similar position, the Worker’s remuneration is determined on the basis of discussions conducted by Wanted with the Worker and, if applicable, with the Client. The factors considered include the capabilities required to hold the position, and the responsibilities, experience and level of education. The Client must cooperate at Wanted’s first request in the discussions referred to above and must provide Wanted with all the information that it requires to determine the Worker’s correct remuneration.

14.5     If a circumstance occurs as a result of which, contrary to the preceding paragraph, the Worker must or should have been remunerated on the basis of the Recipient’s Remuneration, the Client must notify Wanted accordingly In Writing in a timely manner and in any event immediately after it becomes aware of that circumstance. The Worker’s remuneration and the Client Rate will then be adjusted in accordance with Article 14.2.

14.6     Overtime, travel hours or travel time, work in shifts, under physically strenuous circumstances, at unusual times or on unusual days (including public holidays) and shifted hours will be remunerated in accordance with the relevant provisions of the Collective Bargaining Agreement or, if applicable, the Recipient’s Remuneration, and will be charged to the Client.

 

Article 15.        Client Rate

15.1     The fee payable by the Client to Wanted is calculated by multiplying the agreed Client Rate by the hours worked by the Worker or (if higher) by the hours to which Wanted is entitled under the Agreement or these General Conditions, regardless of the actual number of hours worked by the Worker. The Client Rate is also multiplied by the bonuses and increased by the expense allowances payable to the Worker by Wanted. VAT is charged on the total fee payable by the Client to Wanted.

15.2     The fee payable by the Client to Wanted is increased by the amount payable to the Worker to compensate for the notice period not or not fully being observed, insofar as the Worker is entitled to such a payment under Article 7:668 of the Dutch Civil Code. Wanted will charge that payment to the Client on a one-to-one basis.

15.3     If the Worker’s number of working hours must be adjusted upwards at any time on the grounds of the mandatory offer by Wanted accepted by the Worker (in light of Article 7:628a(5) of the Dutch Civil Code), the Client Rate Client is always payable by the Client for that adjusted number of hours (from the moment Wanted is required to pay the Worker that number of hours).

15.4     If the Recipient’s Remuneration must be applied or increased at any time, Wanted will redetermine the Worker’s remuneration and the Client Rate on the basis of the information provided by the Client regarding the job classification and the Recipient’s Remuneration. All the elements of the Recipient’s Remuneration that apply at the Client are taken into account in the remuneration and the Client Rate.

15.5     In addition to the cases referred to above, Wanted may in any event also adjust the Client Rate during the term of the Agreement if the costs of the temporary agency work increase:

  • as a result of changes to the Collective Bargaining Agreement or to the wages and salaries regulated by it, or changes to the Collective Bargaining Agreement or employment conditions scheme that applies at the Client or to the wages and salaries regulated by it;
  • as a result of changes in or as a result of legislation and regulations, including changes in or as a result of social and tax legislation and regulations, the Collective Bargaining Agreement or any binding regulation;
  • as a result of a periodic or other wage increase or a one-off or other mandatory payment resulting from the Collective Bargaining Agreement, the collective bargaining agreement or employment conditions scheme that applies at the Client, or legislation and regulations; or
  • as a result of a change in the classification of the employment contract between Wanted and the Worker.

15.6     If the Client does not accept the adjusted Client Rate, that constitutes a request by the Client to unilaterally terminate the Posting. However, the Posting does not end until the employment contract between the Worker and Wanted can be legally terminated. The Client Rate is payable by the Client until the date of termination of the employment contract.

15.7     If for any reason attributable to the Client the remuneration has been set too low, Wanted may set the rate retroactively and adjust and charge the Client Rate accordingly and retroactively. Wanted may also charge the Client any underpaid amount and the costs consequently incurred by Wanted.

 

Article 16.        Invoicing and time records

16.1     Unless otherwise agreed In Writing, time records must be approved by the Client.

16.2     Wanted invoices at least the number of hours stated in the Agreement during which the Worker is posted at the Client. Invoicing takes place on a weekly basis.

16.3     The Client must ensure that it approves the timesheets in good time, so that they are available to Wanted immediately after the week worked by the Worker. The Client is responsible for the manner in which the timesheets are made available to Wanted.

16.4     Before providing the timesheets, the Client must give the Worker the opportunity to check them. If and insofar as the Worker disputes the data in the timesheets, Wanted may base the hours and costs on the Worker’s statement, unless the Client demonstrates that the data it has stated are correct.

 

Article 17.        Special minimum payment obligations

17.1     Without prejudice to the Client’s other obligations towards Wanted, the Client must pay Wanted at least the Client Rate for three hours of work if:

  • the Worker reports at the agreed time and place to perform the agency work but the Client does not give him or her the opportunity to commence the work; or
  • the Client enables the Worker to perform the agency work for less than three hours.

17.2     Without prejudice to the Client’s other obligations towards Wanted, the Client must always pay the Client Rate for the hours for which the Worker is entitled to wages, in accordance with Article 7:628a(3) of the Dutch Civil Code.

 

Article 18.        Replacement, availability and rehabilitation

18.1     Wanted may make a proposal to the Client to replace a posted Worker with another Worker while continuing the Agreement, for instance with a view to Wanted’s business or personnel policy, job preservation or compliance with applicable laws and regulations, in particular the applicable Collective Bargaining Agreement and the dismissal rules for the temporary employment sector. The Client may reject such a proposal only on reasonable grounds. If requested, the Client must state its reasons for a rejection In Writing.

18.2     Wanted is not in breach in relation to the Client and is not liable for any damages or costs in relation to the Client if, regardless of the reason, Wanted is unable or no longer able to post a Worker (or replacement Worker) at the Client, or is unable or no longer able to do so in the manner and to the extent agreed on in the Agreement or at a later time.

18.3     At Wanted’s first request, the Client must cooperate in the rehabilitation of a Worker posted at the Client who has been incapacitated for work. This obligation includes but is not limited to allowing the Worker to perform rehabilitation work in an adjusted role or for an adjusted number of hours. If the Client fails to cooperate or to adequately cooperate, it must continue to pay the Client Rate (possibly expressly contrary to the provisions of the Agreement) for the number of hours for which the Worker is entitled to continued payment of wages at Wanted.

18.4     The Worker is not exclusively posted at the Client. Wanted may post the Worker at another client without the Client’s consent.

                       

Article 19.        Force majeure and right to suspend performance

19.1     If Wanted is temporarily unable to perform its obligations due to circumstances beyond its control and risk, Wanted may suspend the performance of the Agreement for the duration of its inability to perform. Any payment security provided by or on behalf of the Client must be extended accordingly. Force majeure means any circumstance beyond Wanted’s control that permanently or temporarily prevents the performance of the Agreement and that should not be at Wanted’s risk either by law or by standards of reasonableness and fairness.

19.2     If Wanted is unable to perform its obligations for a period of three months due to circumstances such as those referred to in Article 19.1, either of the Parties may dissolve (ontbinden) all or part of the Agreement without observing any notice period. Also after such termination of the Agreement, the fees payable by the Client to Wanted in respect of the period preceding the force majeure situation remain payable by the Client. The circumstances referred to above in any event include, but are not limited to, war, war risk, epidemics and pandemics, riots, acts of war, fire, water damage, flooding, strikes, sit-ins, lockouts, import and export restrictions, government measures, machinery breakdowns, disruptions in the supply of energy, and operational breakdowns.

 

Article 20.        Sound management and supervision

20.1     The Client must exercise in relation to the Worker in terms of management and supervision and in respect of the performance of the work the same care that it is required to exercise in relation to its own employees.

20.2     The Client may not “repost” the Worker at a third party, i.e. post the Worker at a third party to perform work under that third party’s management and supervision. Reposting includes posting the Worker at a natural person or legal entity with which the Client is affiliated in a group.

20.3     The Worker may be posted abroad by a Client based in the Netherlands only for a fixed period of time, provided that the Client has arranged for the Worker’s management and supervision and the posting has been agreed In Writing with Wanted and the Worker.

20.4     The Client must compensate the Worker for any loss incurred by him or her as a result of damage to or the destruction of any property belonging to the Worker that was used for the purpose of the work assigned to him or her.

20.5     Insofar as possible, the Client must take out adequate insurance against liability on the grounds of this article. The Client must provide Wanted with proof of insurance at its request.

 

Article 21.        Working hours and times of work

21.1     The Worker’s working hours and times of work at the Client are agreed on before the Posting. The Worker’s times of work, working hours and rest periods are the same as those that are customary at the Client, unless agreed otherwise. The Client warrants that the Worker’s working hours, rest periods and times of work meet the legal requirements. The Client must ensure that the Worker does not exceed the legally permitted working times and agreed number of working hours.

21.2     The Worker’s holidays and leave must be in accordance with the law and the Collective Bargaining Agreement.

21.3     If the Worker requires specific training or work instructions to perform the work, the hours spent by the Worker on that training are charged to the Client as hours worked.

 

Article 22.        Working conditions

22.1     The Client declares that it is aware of the fact that it is classified as an employer in the Arbeidsomstandighedenwet (Working Conditions Act).

22.2     The Client is responsible towards the Worker and Wanted for compliance with the obligations arising from Article 7:658 of the Dutch Civil Code, the Working Conditions Act and the related regulations in the fields of workplace safety and sound working conditions in general.

22.3     The Client must provide the Worker and Wanted with information In Writing in a timely manner, in any event one working day before the start of the work, regarding the required professional qualifications and the specific characteristics of the job to be filled. The Client must actively inform the Worker about the Risk Inventory and Evaluation (RIE) used within its company.

22.4     If the Worker is involved in an industrial accident or incurs an occupational disease and if the law so requires, the Client must immediately notify the competent authorities and ensure that a Written report is immediately drawn up. The report must state the circumstances of the accident in such a manner that it can be ascertained on the basis of the report with a reasonable degree of certainty whether and to what extent the accident is due to insufficient measures being taken to prevent the accident or occupational disease. The Client must inform Wanted as soon as possible of the industrial accident or occupational disease and provide it with a copy of the report in question.

22.5     The Client must reimburse to the Worker and indemnify Wanted against any loss (including costs, also the actual costs of legal assistance) incurred by the Worker in performing his or her work, if and insofar as the Client or Wanted is liable for such loss under Article 7:658, Article 7:611 or Article 6:162 of the Dutch Civil Code. For these purposes the phrase “incurred by the Worker in performing his or her work” expressly includes loss incurred by the Worker during commuting.

22.6     If the industrial accident results in the Worker’s death, the Client must reimburse the loss (including costs, also the actual costs of legal assistance) in accordance with Article 6:108 of the Dutch Civil Code to the persons referred to in that Article, and must indemnify Wanted against all loss (including costs, also the actual costs of legal assistance) for which it is held liable.

22.7     The Client must take out adequate insurance against liability on the grounds of this Article. The Client must provide Wanted with proof of insurance at its first request.

 

Article 23.        Privacy and the Client’s obligation to verify and keep a copy of the Worker’s ID

23.1     Wanted will provide the Client with personal data of the Worker. If the Client decides not to hire a Worker offered, it must destroy the personal data provided by Wanted within one week.

23.2     The Client must verify the Worker’s identity at the start of the Posting on the basis of an original identity document, in accordance with the applicable laws and regulations, including but not limited to the Wet arbeid vreemdelingen (Foreign Nationals (Employment) Act), the Wet op de loonbelasting (Wages and Salaries Tax Act) and the Wet op de identificatieplicht (Compulsory Identification Act). The Client must furthermore comply with the relevant obligations to keep records and to retain a copy of the Worker’s identity document. The authenticity and validity of that ID must be carefully verified.

23.3     The Client expressly declares that it is familiar with the applicable laws and regulations regarding the processing of personal data. Wanted and the Client will enable each other to comply with that legislation. The Client may in any event use the personal data obtained via Wanted only for the purpose for which they were obtained, may not retain them any longer than permitted by law and must arrange for adequate safekeeping of those personal data.

23.4     The Client at which Wanted posts a foreign national within the meaning of the Foreign Nationals (Employment) Act expressly declares that it is familiar with Article 15 of that Act, which provides, among other things, that at the start of work by a foreign national the Client must receive a copy of the document referred to in Article 1 of the Compulsory Identification Act from the foreign national. The Client must carefully check that document, verify the identity of the foreign national on that basis and keep a copy of the document in its records. Wanted is not responsible or liable for any fine imposed on the Client under the Foreign Nationals (Employment) Act.

23.5     Wanted is not liable for fines imposed on or claims filed against the Client on the grounds of failure to perform its obligations referred to in this article.

23.6     The Client must at all times indemnify Wanted against fines imposed on and claims filed against Wanted on the grounds of failure of the Client to perform its obligations referred to in this article.

 

Article 24.        Employee participation

24.1     If the Worker is a member of Wanted’s works council or of the Client’s works council, the Client must give him or her the opportunity to exercise these employee participation rights in accordance with the laws and regulations.

24.2     If the Worker is a member of the employee participation council at the Client, the Client Rate is also payable by the Client for the hours during which the Worker performs work or attends a training course during working hours related to the membership of the employee participation council.

24.3     The Client declares that it is familiar with its information obligations under the Wet op de ondernemingsraden (Works Councils Act) regarding the deployment or expected deployment of Worker at its company. If and insofar as the Client wishes to rely in complying with those information obligations on information provided or to be provided by Wanted, that provision of information may not go beyond the requirements set out in the Works Councils Act.

 

Article 25.        Obligations under the Posting of Personnel by Intermediaries Act

25.1     The Client expressly declares that it is familiar with the obligations that apply to it under the Wet allocatie arbeidskrachten door intermediairs (Posting of Personnel by Intermediaries Act), including but expressly not limited to:

  • Article 8b of the Posting of Personnel by Intermediaries Act: the Client must ensure that the Workers have equal access to the facilities or services at its company, in particular canteens, childcare and transport facilities, as the personnel in its employment who hold the same or similar positions, unless the difference in treatment is justified on objective grounds;
  • Article 8c of the Posting of Personnel by Intermediaries Act: the Client must ensure that the Workers are clearly informed in a timely manner of any vacancies that arise at its company, to ensure that they stand the same chance of an open-ended employment contract as the Client’s own employees;
  • Article 10 of the Posting of Personnel by Intermediaries Act: the Client must fully inform Wanted in a timely manner of the proposal, start, continuation or termination of official or unofficial collective actions, including but not limited to strikes, lockout and sit-ins. The Client will expressly not give any assignments to the Worker in exercising its management and supervision that would constitute breach of Article 10 of the Posting of Personnel by Intermediaries Act.
  • Article 12a of the Posting of Personnel by Intermediaries Act: the Client must provide both Wanted and the Worker In Writing, before the start of the Posting, with information regarding the employment conditions referred to in Article 8 of the Posting of Personnel by Intermediaries Act.

 

Article 26.        Prohibited discrimination and treatment of the Worker

26.1     The Client and Wanted may not discriminate on the basis of religion, personal beliefs, political affinity, sex, race, nationality, sexual orientation, marital status, disability, chronic illness, age or on any other basis whatsoever. The Client and Wanted may stipulate and take into account only requirements that are relevant to the position in entering into or performing the Agreement and in selecting and treating the Worker.

26.2      The Client is familiar with the Wet Huis voor klokkenluiders (House for Whistleblowers Act) and will ensure that the Worker has access to the whistleblowers’ scheme in the same manner as its own employees, if such a scheme is in place at or applies to the Client.

26.3     If the Client has a complaints procedure regarding the treatment of employees, it will ensure that the Worker has access to that complaints procedure in the same manner as its own employees. This applies only to complaints that are unrelated to Wanted’s employment practices, except as otherwise provided by law.

 

Article 27.        Liability

27.1     Wanted will endeavour to perform the Agreement as a reasonably competent service provider.

27.2     The Client is liable during the term of the Agreement for any loss incurred by Wanted, the Worker or a third party as a result of actions or omissions of the Worker. Wanted is not liable for damage or loss incurred by the Client as a result of actions or omissions of the Worker. The Client indemnifies Wanted against any liability (including costs, also the actual costs of legal assistance), both direct and indirect, in respect of the damage and loss referred to in this paragraph.

27.3     The Client must take out adequate insurance to cover the liability set out in this article. The Client must provide Wanted with a copy of the policy schedule at its first request.

 

Article 28.        Intellectual and industrial property

28.1     At the Client’s request, Wanted will have the Worker sign a Written statement to ensure or facilitate, insofar as necessary and possible, that all intellectual and industrial property rights in the results of the Worker’s work are vested in or are transferred to the Client. If any fee is payable by Wanted to the Worker in this respect or if Wanted otherwise incurs costs, that same fee and those same costs are payable by the Client to Wanted.

28.2     The Client is free to enter into an agreement with the Worker directly or to present a statement to him or her for signature regarding the intellectual and industrial property rights referred to in Article 28.1. The Client must notify Wanted of its intention to do so and provide Wanted with a copy of the agreement or statement in question.

28.3     Wanted is not liable towards the Client for any fine or penalty forfeited by the Worker or any loss incurred by the Client as a result of the Worker relying on any intellectual or industrial property right.

 

 

PART C: ACTIVITIES OF SELF-EMPLOYED PERSONS

 

Article 29.        Term and termination of the Agreement

29.1     An Agreement is entered into for the period stated in the Agreement or for the duration of a project (“fixed-term”).

29.2     A fixed-term Agreement ends by operation of law at the end of the agreed period or on the occurrence of a predetermined, objectively definable event.

29.3     A fixed-term Agreement may not be terminated prematurely, unless otherwise agreed In Writing. If a premature termination option has been agreed, notice of termination must be given In Writing subject to a notice period of one calendar month, unless Wanted agrees on a different period with the Client In Writing.

29.4     All Agreements end with immediate effect the moment either of the Parties terminates the Agreement on the grounds that:

  • the other Party is in default;
  • the other Party ceases its operations, comes to an arrangement with all its creditors, is wound up, is put into liquidation or ceases its activities, or
  • the other Party is declared bankrupt or applies for a suspension of payment.

 

Article 30.        Client Rate

30.1     The fee payable by the Client to Wanted is calculated by multiplying the agreed Client Rate by the hours worked by the Self-Employed Person or (if higher) by the hours to which Wanted is entitled under the Agreement or these General Conditions, regardless of the actual number of hours worked by the Self-Employed Person. Travel expenses are charged separately by Wanted. VAT is charged on the total fee payable by the Client to Wanted.

 

Article 31.        Liability

31.1     Wanted is not involved in the performance of the work and is therefore not liable for any loss or costs resulting from the actions or omissions of the Self-Employed Person, except in the event of intent or gross negligence on the part of Wanted. The Client indemnifies Wanted against any liability (including costs, also the actual costs of legal assistance), both direct and indirect, in respect of the loss and costs referred to in this paragraph. Any liability on the part of Wanted is limited in accordance with Article 7 of these General Conditions.

31.2     The Client is responsible in relation to Wanted for compliance with the obligations under Article 7:658 of the Dutch Civil Code, the Working Conditions Act and related regulations in the fields of workplace safety and sound working conditions in general.

 

Article 32.        Replacement

32.1     Wanted is free to provide a replacement if the Self-Employed Person is unable to perform the work.

32.2     The replacement of the Self-Employed Person must meet the same objective and necessary qualifications as the Self-Employed Person.

 

Article 33.        Force Majeure and Right of Suspension

33.1     If Wanted is temporarily unable to perform its obligations due to circumstances beyond its control and risk, Wanted may suspend the performance of the Agreement for the duration of its inability to perform. Any payment security provided by or on behalf of the Client must be extended accordingly. Wanted is not required to perform any obligation, including any statutory or agreed warranty obligation, if it is unable to do so due to an event of force majeure. Force majeure includes: (a) breach on the part of an external hosting or other provider, data storage or telecommunications services and other suppliers of Wanted; (b) interruptions or failures in power or telecommunications facilities; (c) strikes; (d) fire; (e) accident or illness of personnel; (f) Denial of Services (DoS) attacks; (g) problems unforeseen by Wanted and any other circumstance that is not solely dependent on Wanted’s will; (h) general transport problems; (i) epidemics and pandemics; (j) force majeure on the part of suppliers of Wanted; or (k) government measures.

33.2     If Wanted is permanently unable to perform its obligations due to circumstances such as those referred to in Article 33.1 above, either of the Parties may dissolve (ontbinden) all or part of the Agreement. The circumstances referred to above in any event include but are not limited to war, war risk, riots, acts of war, fire, water damage, flooding, strikes, sit-ins, lockouts, import and export restrictions, government measures, epidemics and pandemics, machinery breakdowns, interruptions in the supply of energy and operational breakdowns.

33.3     The Client may not temporarily suspend all or part of the work of the Self-Employed Person, except in the event of force majeure within the meaning of Article 6:75 of the Dutch Civil Code.

33.4     Contrary to Article 33.3, suspension is possible if

  • agreed In Writing, stating the duration; and
  • the Client demonstrates that no work is temporarily available; and
  • Wanted can successfully claim in relation to the Self-Employed Person that no fee is due for the period during which the Self-Employed Person does not perform any work.

33.5     If Wanted is unable to perform its obligations for a period of three months due to circumstances such as those referred to above, either of the Parties may dissolve (ontbinden) all or part of the Agreement.

 

Article 34.        Invoicing and time records

34.1     Unless otherwise agreed In Writing, time records must be approved by the Client in digital form.

34.2     The Client must ensure that it approves the timesheets in good time, so that they are available to Wanted immediately after the week worked by the Self-Employed Person. The Client is responsible for the manner in which the timesheets are made available to Wanted.

34.3     If and insofar as the hours in the Self-Employed Person’s invoice do not correspond with the Client’s digital or other time records, Wanted may base the hours on the Self-Employed Person’s invoice, unless the Client demonstrates that the data it has stated are correct.

 

 

PART D: RECRUITMENT AND SELECTION

 

Article 35.        Implementation

35.1     Wanted will use its knowledge of the job market to find a suitable Candidate for the position stated in the Agreement with the Client. Wanted is only under a best-efforts obligation towards the Client in this respect and in no event under an obligation to achieve a specific result.

35.2     The Client must provide Wanted with all the information that it reasonably needs to perform the assignment given to it regarding the recruitment and selection of a suitable Candidate under the Agreement. For that purpose an intake interview will also be conducted between Wanted and the Client. During the intake interview Wanted will draw up a profile based on the information provided by the Client; that profile must be approved by the Client. Wanted will recruit and select the Candidates on the basis of that approved profile.

35.3     Wanted’s activities under the Agreement include:

  • conducting an intake interview with the Client to obtain a clear impression of the culture at the organisation, the exact job content, the position within the organisation, the desired type of Candidate, the date of employment, the type of contract and the benefits package;
  • identifying and recruiting prospective Candidates by means of database screening, by contacting persons in Wanted’s network and by advertising in various media channels;
  • selecting Candidates by screening their CVs and conducting extensive personal interviews;
  • coordinating the job interviews at the Client; and
  • assisting and, if agreed, acting as an intermediary in the entry into an employment contract with the Client.

35.4     Wanted will present suitable Candidates directly to the Client’s contact, in the form of a proposal. The proposal will describe Wanted ‘s personal impression of the Candidate, explain the Candidate’s background and describe the employment conditions desired by the Candidate. CV’s will also be provided.

35.5     The Client itself always decides whether it wishes to offer an employment contract or other agreement to a Candidate selected by Wanted.

35.6     The provisions of these General Conditions apply to all Candidates introduced by Wanted, unless the Client declares immediately after the introduction of the Candidate in question that it has already conducted interviews with one of the Candidates in question for the position stated in the Agreement within a period of six months before the date of signature of the Agreement.

35.7     The Client must treat the names and information provided by Wanted confidentially and comply with the obligations under the Algemene Verordening Gegevensbescherming (General Data Protection Regulation). The Client indemnifies Wanted against any claims filed and penalties imposed on the grounds of any breach by Wanted of the provisions of this paragraph.

 

Article 36.        Fee

36.1     The fee payable under the Agreement is stated in the Agreement and is expressed as a percentage of the selected Candidate’s gross annual income that will apply between the Candidate and the Client after the Candidate’s employment. The gross annual income is calculated by multiplying the gross monthly salary by 13. If no fee has been agreed, the fee amounts to 25% of the gross annual income (excluding VAT).

36.2     In the case of a selected Candidate who will perform work for or provide services to the Client directly, without entering the Client’s employment, the fee due for the work performed by Wanted under the Agreement will consist of an agreed percentage of the Candidate’s all-in fee for his or her work or services, on an annual basis and based on 40 hours per week. If such a calculation cannot be made, the fee due is set at a minimum amount of €15,000.

36.3     The fee is payable by the Client the moment it enters into an employment contract or other agreement with the Candidate or the moment the Candidate directly or indirectly performs work for or provides services to the Client in any other manner. Wanted may invoice the fee to the Client as from that moment.

 

Article 37.        Liability

37.1     The Client alone is responsible for the final decision to enter into an employment contract or other agreement with a Candidate selected by Wanted and for the provisions of that employment contract or other agreement. Wanted is therefore in no event liable for any loss, in the broadest sense, caused directly or indirectly by the Candidate supplied by Wanted. Wanted is also in no event liable for any breach or alleged breach in the recruitment and selection process, because the Client itself is also required to investigate and responsible for assessing the Candidate’s suitability for the job.

37.2     Wanted will make reasonable efforts to introduce a potentially suitable Candidate in a timely manner. Wanted is not in breach in relation to the Client and is not liable for any loss or costs in relation to the Client if for any reason it is unable to introduce a Candidate or to do so in a timely manner.

37.3     Wanted is not liable if a Candidate introduced by it does not wish to enter into an employment contract or other agreement with the Client or if an employment contract or other agreement entered into is terminated, prematurely or otherwise.

37.4     Wanted is not liable if the Candidate does not meet the Client’s requirements or expectations, except in the event of intent or gross negligence on the part of Wanted. Without prejudice to this provision, any liability of Wanted is limited in accordance with Article 7 of these General Conditions.

 

Article 38.        Entry into direct employment or other relationship with a Candidate

38.1     Without Wanted’s prior consent, the Client may not in any manner pass on information on Candidates to any third party and may not introduce Candidates to any third party. If the Client introduces a Candidate introduced by Wanted to another person, company or institution within twelve months after the Candidate’s first introduction, resulting in an employment contract or other contractual relationship with that Candidate, either in his or her own name or through or in cooperation with natural persons or legal entities with which the Candidate is affiliated, the Client forfeits a penalty to Wanted in the amount of €25,000, without prejudice to Wanted’s right separately to claim damages and to demand compliance with these General Conditions or the Agreement.

38.2     If the Client rejects a Candidate introduced by Wanted or the Candidate rejects the Client’s offer of an employment contract or other agreement, and the Client subsequently enters into an employment contract or other contractual relationship with the Candidate within twelve months after the Candidate’s first introduction at Wanted, either in his or her own name or through or in cooperation with natural persons or legal entities with which the Candidate is affiliated, the Client forfeits a penalty to Wanted in the amount of €25,000, without prejudice to Wanted’s right separately to claim damages and to demand compliance with these General Conditions or the Agreement.

38.3     If, during the term of the Agreement or within a period of twelve months after its termination, without Wanted’s prior Written consent, the Client enters into an employment relationship, an alliance or a contractual relationship of any kind with employees or representatives who were employed at Wanted at the time of the Agreement, the Client forfeits a penalty to Wanted in the amount of €25,000, without prejudice to Wanted’s right separately to claim damages and to demand compliance with these General Conditions or the Agreement.

**