Terms and Conditions
The provisions included in these general terms and conditions apply to all offers and agreements made by and with Com.pas, located in Ede, Frankeneng 114X, hereinafter referred to as the contractor. Administrative Services Article 1: 1.1 These general terms and conditions apply to all agreements concluded by the contractor for the provision of any services, subject to changes agreed upon between the parties, which must be established in writing by the contractor. 1.2 Unless explicitly agreed otherwise in writing, the general terms and conditions of clients regarding orders given to the contractor only apply insofar as they are not in conflict with these present general terms and conditions. In case of doubt as to whether such a conflict exists, the contractor's general terms and conditions prevail. 1.3 The client, with whom an agreement has been contracted under the purview of these terms and conditions, is deemed to have implicitly accepted the applicability of these terms and conditions to later agreements concluded with the contractor. 1.4 Changes made by the contractor to the general terms and conditions are binding on the client one month after the date on which the modified general terms and conditions are communicated to the client in writing—unless the client notifies the contractor in writing within fourteen days of receiving the communication that they object to the changes in the general terms and conditions. Article 2: 2.1 All quotations and offers from the contractor are entirely non-binding. 2.2 Orders and changes to orders can be given by the client either verbally or in writing. 2.3 Orders and modifications to them become binding for the contractor only if they have been accepted by them in writing. Article 3: 3.1 Each party shall take all reasonable precautions to keep confidential information received from the other party confidential. 3.2 The contractor shall comply with the code of conduct regarding the Personal Data Protection Act. 3.3 The contractor has implemented sufficient measures of organizational, physical, operational, and system-related nature to safeguard the interests of the client to the best extent possible. 3.4 Except for obligations imposed on them by law to disclose certain information, the contractor is obligated to maintain confidentiality towards third parties not involved in the execution of the assignment, with regard to all information provided to them by the client and the results obtained through processing thereof. Article 4: 4.1 If the agreement pertains to the periodic or otherwise regular provision of computer services and related periodic services, the agreement is entered into for an indefinite period, unless another period is explicitly agreed upon. 4.2 Termination can only be carried out in writing at the end of a calendar year, with a notice period of at least three months, unless otherwise agreed. 4.3 The agreement can only be terminated in the interim by dissolution, except as regulated in articles 4.5, 5.4, 9.1, 12.1, and 12.4, and only if the other party, after a reasonable period following a proper written notice of default, materially fails to fulfill essential obligations under the agreement. The dissolution must be done by registered letter to the other party; judicial intervention is not required. 4.4 If the client has already received performance under the agreement at the time of dissolution, they can only partially dissolve the agreement, and only for that part not yet performed by the contractor. 4.5 Contrary to the provisions in article 4.3, the contractor can terminate the agreement without judicial intervention by means of a written notification, either in full or in part, if the client is declared bankrupt, if a (provisional) suspension of payments is granted to them, if they are otherwise unable to meet their payment obligations, or if their business is liquidated or terminated, other than for the purpose of business reconstruction or consolidation. The contractor will never be obligated to pay any compensation for this dissolution. 4.6 Amounts that the contractor has invoiced for prior to the dissolution in connection with what they have already performed or delivered under the agreement remain due in full and become immediately payable upon dissolution. 4.7 If the agreement is terminated at the end of the calendar year in accordance with the provisions of article 4.2, the client can still avail themselves of the contractor's services for a maximum of the first three months of the following calendar year, regarding the completion of administrative data processing for the past calendar year, against payment of the applicable rates as they were at the time of termination of the agreement. Article 5: 5.1 Prices and rates provided by the contractor are exclusive of additional (consultancy) services not specifically agreed upon, as well as value-added tax and government-imposed levies. 5.2 If factors determining prices undergo an increase for any reason, the contractor is entitled to adjust the agreed prices and rates accordingly. Such a change does not grant the client the right to terminate the agreement prematurely. 5.3 Apart from the situation described in article 5.2, the rates for services, including computer services, can be changed by the contractor with written notification to the client. The revised rates will apply from a date mentioned by the contractor in the aforementioned notice, but in no case earlier than one month after sending the notice to the client. 5.4 In case the client objects to a proposed increase as per article 5.3 within fourteen days and does not reach an agreement with the contractor regarding the changes to those rates, the client has the right to terminate the agreement within one month of the said notification, by means of written notice, at the end of the calendar year. 5.5 Unless the client informs the contractor in writing within fourteen days of receiving a notification of a rate adjustment as per article 5.6 that they object to the proposed increase, they are considered to have accepted the modified rates. Article 6: 6.1 Unless otherwise agreed upon, the client shall pay the invoices from the contractor without any discount and/or set-off within fourteen days from the invoice date, in Dutch currency, at the contractor's office or by deposit to a bank account designated by the contractor. 6.2 If the client fails to pay the invoice amount as owed within the prescribed period, they are in default and legally in default. In such cases, the contractor is entitled to charge the client an interest rate which is three percentage points higher than the current statutory interest rate, with a minimum interest rate of 1% per month, where a part of a month is considered a whole month, starting from the due date until the date of complete payment. 6.3 If the client is in default with any payment owed to the contractor, all other matured claims that the contractor has against the client become immediately due and payable without further notice of default. From the day of maturity, the client owes the contractor interest on the amount of those claims as specified in article 6.2. 6.4 Through untimely payment of the contractor's invoice, the client owes the contractor all extrajudicial and judicial costs, which are set at a minimum of 15% of the invoice amount with a minimum of €50. 6.5 If the client disputes the amount of the invoice, they must communicate their objections in writing to the contractor within fourteen days from the invoice date, under penalty of forfeiture of the right to contest. 6.6 In the case of a jointly commissioned task, the clients, insofar as the work has been carried out for the joint clients, are jointly liable for the payment of the invoice amount. 6.7 If the creditworthiness of the client gives cause, the contractor may request additional security, failure of which gives the contractor the right to suspend the execution of the agreement. Article 7: 7.1 All items delivered to the client remain the property of the contractor or its supplier until all amounts owed by the client for the goods supplied under the relevant agreement, as well as the work performed and to be performed, and the amounts referred to in article 6.2, are fully settled with the contractor. Rights are always granted or, where applicable, transferred to the client under the condition that the agreed-upon fees are paid in a timely and complete manner. 7.2 Files containing (processing) data of the client placed under the management of the contractor remain the property of the client under all circumstances. Article 8: 8.1 The client must cooperate in the execution of the agreement and must provide the contractor with all useful and necessary data or information. 8.2 If necessary data for the execution of the agreement are not available to the contractor, not provided in a timely manner, or not in accordance with the agreements, or if the client does not fulfill their obligations in any other way, the contractor has the right to suspend the execution of the agreement. Article 9: 9.1 All (delivery) deadlines mentioned by the contractor have been determined to the best of their knowledge based on the information available to the contractor at the time of entering into the agreement, and these will be adhered to as much as possible. The contractor is not bound by (delivery) deadlines that cannot be met due to circumstances that have arisen after the conclusion of the agreement. If there is a risk of exceeding any deadline, the contractor and the client will consult as soon as possible. Excessive exceeding of deadlines can be considered grounds for termination of the agreement, taking into account the provisions of articles 4 and 10. Article 10: 10.1 For all direct damages suffered by the client, in any way related to the execution of the assignment by the contractor, the liability of the contractor is limited to the amount of their fee for the specific assignment. 10.2 For all indirect damages, including disruptions in the regular course of business of the client, in any way related to or caused by an error in the execution of the work by the contractor, the contractor shall not be liable. 10.3 The contractor shall always have the right, where possible, to remedy the client's damage. 10.4 The client indemnifies the contractor against all claims from third parties that are directly or indirectly, remotely or immediately related to the execution of the agreement. 10.5 The contractor's liability for damages will expire after the lapse of two years from the occurrence of the damage. Article 11: 11.1 If the contractor is unable, or is unable to properly fulfill its obligations under the agreement due to a cause not attributable to them, including but not limited to disruptions in the regular course of their business, their obligations will be suspended until the moment the contractor is able to fulfill them in the agreed manner. 11.2 In the event of force majeure as mentioned above, the contractor has the right to cancel the agreement with the client in whole or in part, by simple notification to the client without judicial intervention, and without any obligation on the part of the contractor to compensate the client for any damage they may have suffered as a result of the cancellation. Article 12: 12.1 The contractor will provide computer services and related activities with care, in accordance with the agreements established in writing with the client. 12.2 The data to be processed by the contractor must be prepared and provided by the client according to the guidelines provided by the contractor. 12.3 The contractor may retain the items, data received from the client, and the results of processing until the client has paid all amounts due. 12.4 The contractor may make changes to the scope or content of the computer services and related activities. If such changes result in a change in the procedures applicable to the client, the contractor will inform the client as soon as possible, and the costs of these procedure changes will be borne by the client. In such a case, the client can terminate the agreement by means of written notice to the contractor, effective on the date of the change, unless changes in the execution of the work are necessary due to changes in legislation or other regulations issued by competent authorities. 12.5 Changes in the scope or content of the computer services do not automatically result in tariff increases. 12.6 The contractor guarantees that the necessary software will be adapted to changes in regulations issued by competent authorities for the duration of the agreement, ensuring that the processing of the client's data can be performed consistently while maintaining quality. Article 13: Force majeure is understood to mean any failure to fulfill an obligation that cannot be attributed to intent, negligence, and/or gross negligence, nor is it for our account. In the event of an impediment to the execution of the agreement, each party is entitled to wholly or partially terminate the agreement, without us being obliged to pay any compensation. In deviation from the above, in the event of temporary hindrance to the execution of the agreement due to force majeure, we are entitled to suspend the performance for the duration of the hindrance. The counterparty is then entitled to terminate the agreement if, in view of the circumstances of the case, it cannot reasonably be expected of them to await the removal of the hindrance. Such termination does not entitle the counterparty to compensation. Article 14: For all disputes related to quotations, orders, and agreements governed by these terms and conditions, the court of the client's domicile is competent, unless the subject of the dispute falls within the competence of the cantonal judge. Article 15: Dutch law applies to all quotations, orders, agreements, and resulting disputes. PAYROLLING Article 16: 16.1 The framework agreement is established by the written acceptance of the hirer or by the actual provision of labor by the company to the hirer. 16.2 The specific conditions under which the labor is provided by the company to the hirer are included in the framework agreement. 16.3 An amendment or addition to the framework agreement only becomes effective after it has been confirmed in writing by the company. 16.4 The hirer cannot derive any rights from an offer from the company that is based on incorrect or incomplete information provided by the hirer. 16.5 An offer from the company does not automatically apply to subsequent framework agreements. However, these general conditions also apply to such framework agreements without the company being obliged to provide these general conditions to the hirer again. Article 17: 17.1 The invoices of the company are, unless otherwise agreed, based on the completed and approved time registration by the hirer, the hirer's rate, and any additional surcharges and (dis)allowances. 17.2 The hirer is responsible for the correct, timely, and complete completion and approval of the time registration. The approval is done through (digital) signing of the time registration, unless otherwise agreed. The hirer is liable for the damages suffered by the company if the hirer does not properly fulfill the obligations in this section, including but not limited to administrative penalties under Article 18b section 2 of the Minimum Wage and Minimum Holiday Allowance Act. The hirer shall fully indemnify the company in this context. 17.3 In case of discrepancies between the time registration submitted to the company and the records held by the hirer, the time registration submitted to the company shall be deemed correct, unless the hirer proves otherwise. 17.4 If the employee disputes the data in the time registration, the company may invoice the number of hours worked and other costs according to the employee's statement, unless the hirer proves that the hirer's time registration is correct. 17.5 If the hirer does not comply with the provisions of section 2 of this article, the company may decide to invoice the hirer based on the known facts and circumstances. The company will not do so until reasonable consultation has taken place with the hirer regarding this matter. 17.6 The hirer shall ensure that the invoices of the company are paid without any deduction, discount, or setoff within 14 days after the invoice date, unless otherwise agreed. 17.7 The company has a G-account. The hirer may request the company to enter into discussions regarding the possibility for the hirer to deposit a percentage of the invoiced amount into the relevant account, as well as the percentage. Only with mutual agreement can this possibility be utilized. Article 18: 18.1 Only direct payments to the company release the hirer from its obligations. 18.2 Direct payments or advances by the hirer to the employee are not permitted, regardless of the reason or manner in which this is done. Such payments and provisions do not concern the company and do not constitute grounds for any debt repayment or setoff. 18.3 If the hirer disputes an invoice, this must be communicated to the company in writing within eight days after the dispatch date of the relevant invoice, under penalty of forfeiture of the right to dispute. A dispute of the invoice does not suspend the hirer's payment obligation. 18.4 In case of non-payment, late payment, or incomplete payment by the hirer of any amount due, the hirer is automatically in default from the due date of the respective invoice. From that moment, the hirer is also liable to pay a default interest equal to the legal commercial interest under Article 6:119a of the Dutch Civil Code on the invoice amount to the company. 18.5 All costs, both in and out of court, including the costs of legal assistance, incurred by the company due to the hirer's failure to meet its payment obligations, are at the expense of the hirer. The extrajudicial collection costs of the company, calculated on the amount to be collected, are set at a minimum of € 500.00 or at least 15% of the principal sum. 18.6 If the financial position and/or payment behavior of the hirer - in the opinion of the company - gives cause for this, the hirer is obliged to comply with the first written request from the company to: - provide an advance payment; and/or - provide adequate security for the fulfillment of obligations towards the company, for example by means of a bank guarantee or pledge. - The amount of the requested security and/or advance payment is proportionate to the extent of the hirer's relevant obligations. Article 19: 19.1 If a party fails to meet its obligations under the framework agreement, the other party - in addition to what is stipulated in the framework agreement - is entitled to extrajudicially fully or partially dissolve the framework agreement by means of a registered letter. The dissolution will only take place after the defaulting party has been given written notice of default and a reasonable period has been provided for rectifying the breach, and performance has not been achieved. 19.2 Furthermore, one party is entitled, without any reminder or notice of default being required, to extrajudicially dissolve the framework agreement fully or partially by means of a registered letter with immediate effect if: - the other party applies for (preliminary) suspension of payment or is granted (preliminary) suspension of payment; - the other party applies for its own bankruptcy or is declared bankrupt; - the enterprise of the other party is liquidated; - the other party terminates its current enterprise; - without the involvement of one party, a significant portion of the assets of the other party is seized, or if the other party is otherwise no longer deemed capable of fulfilling the obligations from the framework agreement. 19.3 If, at the time of the dissolution, the hirer has already received performance for the execution of the framework agreement, the hirer can only partially dissolve the framework agreement, and only for that part that has not yet been performed by or on behalf of the company. 19.4 Amounts that the company invoiced to the hirer prior to the dissolution in connection with what it has already performed for the execution of the framework agreement shall remain fully payable by the hirer and shall become immediately due upon the dissolution. Article 20: 20.1 Except for provisions of mandatory law and subject to the general standards of reasonableness and fairness, the company is not obliged to pay any compensation for any type of damage, whether direct or indirect, arising from the employee, the hirer, or any goods or persons at the hirer or a third party, related to a framework agreement. This includes damage arising from: - making the employee available to the hirer by the company, even if it turns out that the employee does not meet the requirements set by the hirer. - unilateral termination of the payroll agreement by the employee. - acts or omissions of the employee, the hirer itself, or a third party, including entering into commitments by the employee. - the hirer forwarding the employee to third parties without written permission from the company. 20.2 Any liability of the company for any direct damage is in any case, per event, limited to: - the amount paid out by the company's insurance, or; - if the company is not insured for the relevant damage or the insurance does not (fully) pay out, the amount invoiced by the company. If the amount invoiced depends on a time factor, liability is limited to the amount that the company invoiced to the hirer according to the framework agreement in the month prior to the notification of the damage. In the absence of a preceding month, what the company would invoice to the hirer according to the framework agreement in the month in which the damaging event occurred is decisive. 20.3 The company is never liable for consequential damages such as lost profits and missed savings, as well as indirect damages. 20.4 The hirer is required to provide adequate comprehensive liability insurance for all direct and indirect damages as referred to in section 1 of this article. 20.5 In any case, the hirer must indemnify the company against any claims from the employee or third parties for compensation for damages as referred to in section 1 of this article suffered by the employee or third parties. 20.6 The limitations of liability as stated in sections 1 and 2 of this article shall cease to apply if there is intent or gross negligence on the part of the company and/or its management personnel. 20.7 The company at all times has the right, if and to the extent possible, to undo any damage suffered by the hirer. This also includes the right of the company to take measures that can prevent or limit any damage. Article 21: 21.1 In the event of force majeure affecting the company, its obligations under the framework agreement will be suspended for as long as the force majeure situation continues. Force majeure is understood to mean any circumstance independent of the company's will, whether permanently or temporarily preventing the performance of the framework agreement, which should not be at the company's risk according to law or principles of reasonableness and fairness. 21.2 As soon as a force majeure situation occurs at the company as mentioned in section 1 of this article, the company will notify the hirer thereof. 21.3 To the extent not already included, force majeure also includes: strikes, occupations of businesses, blockades, embargoes, government measures, war, revolution, and/or any similar condition, power outages, disruptions in electronic communication lines, fire, explosion, and other calamities, water damage, flooding, earthquakes, and other natural disasters, as well as extensive epidemics affecting personnel. 21.4 As long as the force majeure situation continues, the company's obligations will be suspended. However, this suspension will not apply to obligations unaffected by the force majeure situation and already arisen before the onset of the force majeure situation. 21.5 If the force majeure situation has lasted for three months, or as soon as it is established that the force majeure situation will last longer than three months, each party is entitled to terminate the framework agreement prematurely without observing any notice period. After such termination of the framework agreement, the hirer is still obligated to pay the fees owed to the company for the period before the force majeure situation. 21.6 During the force majeure situation, the company is not obliged to compensate for any damage to or by the hirer, nor is it obliged to do so after the termination of the framework agreement as referred to in section 5 of this article. Article 22: 22.1 The company and the hirer will not disclose any confidential information about the other party, its activities, and relationships that has come to their knowledge pursuant to an offer or framework agreement to third parties. This is unless - and in that case, to the extent that - the disclosure of that information is necessary to properly perform the framework agreement or there is a legal duty to disclose it. 22.2 At the request of the hirer, the company will require the employee to maintain confidentiality about everything known or learned by him while performing the work, unless there is a legal duty for the employee to disclose it. 22.3 The hirer is free to directly require the employee to maintain confidentiality. The hirer informs the company of its intention to do so and provides a copy of what has been recorded in this regard to the company. 22.4 The company is not liable for a fine, penalty, or any damage to the hirer due to a breach of the confidentiality obligation by the employee. Article 23: 23.1 Dutch law applies to these general terms and conditions, orders, framework agreements, and/or other agreements. 23.2 All disputes arising from or related to a legal relationship between the parties will be exclusively settled in the first instance by the court within the jurisdiction where the company is located, unless the law prescribes otherwise. Article 24: 24.1 If any provision of these terms and conditions is void or declared invalid, the remaining provisions of these terms and conditions shall remain in full force and the parties shall enter into consultation in order to agree on new provisions to replace the void or invalidated provisions, while preserving as much as possible the purpose and intent of the void or invalidated provision. 24.2 The company is entitled to transfer its rights and obligations under a framework agreement to a third party. Unless otherwise agreed in writing, the hirer is not allowed to transfer its rights and obligations under the framework agreement to a third party. Article 25: 25.1 The employee works under the actual supervision and direction of the hirer. The hirer must exercise the same care towards the employee as towards its own employees. The company, as the formal employer, does not have visibility over the workplace and tasks to be performed. Therefore, the hirer is responsible for providing a safe working environment and must exercise the same care as for its own employees. 25.2 The employee made a payroll agreement with the company in accordance with Article 7:692 of the Dutch Civil Code. The terms of the framework agreement between the company and the hirer determine this: if the company does not have an allocative function in the assignment (no recruitment and selection) and there is an exclusive assignment of the employee to the hirer, then a payroll agreement is in place. 25.3 Without written consent from the company, the hirer may not lend the hired employee to a third party to work under their supervision and direction or perform work abroad. A breach of this provision allows the company to terminate the assignment of the employee and/or the framework agreement immediately, and charge the hirer for all resulting and related damages. The hirer will indemnify the company in full in this regard. Article 26: 26.1 The specific conditions under which the employee is made available to the hirer are included in the framework agreement. The assignment of the employee to the hirer is entered into for a definite or indefinite period. 26.2 The hirer informs the company about the intended duration, (weekly or monthly) working hours, and timing of each assignment, based on which the company can determine the nature and duration of the temporary employment or payroll agreement with the employee. 26.3 If, after the employee arrives at the workplace, the hirer uses their labor for less than three hours, the hirer is obliged to pay the hirer's rate for at least three hours per call if: - an employment volume of less than 15 hours per week is agreed upon and the working hours are not fixed; or - there is a flexible employment agreement pursuant to Article 7:628a of the Dutch Civil Code. 26.4 If an employee has already been called up but due to special circumstances on the hirer's side, the work cannot be performed or the working hours are adjusted, the hirer shall notify the company thereof at least four days before the scheduled start of work. If the hirer fails to do so and the employee has a flexible employment agreement pursuant to Article 7:628a of the Dutch Civil Code, the hirer shall be liable to pay the hirer's rate for the number of hours related to the original call, including the working hours. 26.5 If the employee has a flexible employment agreement pursuant to Article 7:628a of the Dutch Civil Code, the company is obliged to offer the employee a fixed employment volume including the obligation of continued wage payment after twelve months, where the fixed employment volume is at least equal to the average employment volume in the preceding twelve months. If the employee accepts the offer, the hirer's rate will be calculated based on the fixed employment volume and not the actual number of hours worked. 26.6 The framework agreement cannot be terminated while employees are still being assigned to the hirer. 26.7 Temporary assignments cannot be terminated prematurely. If the hirer wishes to do so, the assignment can only be terminated prematurely under the condition that the payment obligations related to the assignment continue until the agreed duration of the assignment has expired. In this case, the company is entitled to continue charging the hirer the hirer's rate for the duration of the assignment, in accordance with the usual or expected work pattern of the employee, unless the company and the hirer have made different written arrangements in this regard. 26.8 The company and the hirer shall agree on the notice period for indefinite assignments in the framework agreement, taking into account the company's wage payment obligations towards the employee. If no notice period has been agreed upon, the notice period as referred to in Article 4.2 of the general terms and conditions shall apply. 26.9 If the hirer, without the knowledge of the company, has played a role in the allocation process or the recruitment and selection of the employee, which leads to the conversion of the temporary employment agreement into a payroll agreement, then the hirer's rate will be recalculated retroactively according to Article 24. In this case, the hirer is obligated to continue paying the hirer's rate during the duration of the payroll agreement as agreed between the company and the employee. The hirer can offer the employee an employment agreement to end the ongoing payment obligation. The company will make efforts to terminate the payroll agreement or reassign the employee if desired by the hirer, with all additional costs being charged to the hirer. 26.10 Due to the company's obligation to provide advance notice under Dutch law, at least five weeks before the end of the temporary employment or payroll agreement, the company may request the hirer to indicate whether they wish to continue the assignment. The hirer is obliged to indicate within three days whether they wish to continue the assignment. Failing to inform the company in a timely or accurate manner will result in the hirer being obligated to fully reimburse the company for the compensation to the employee as per Article 7:668 paragraph 3 of the Dutch Civil Code. 26.11 If the reason for termination is a dispute with the employee or a conflict situation, the hirer must notify the company promptly. The company will then investigate whether the dispute or conflict situation can be resolved. 26.12 If a company closure or mandatory day off occurs during the assignment, the hirer must inform the company when entering into the framework agreement, so that the company can take this into account when determining the terms of employment. If the hirer fails to do so, the hirer shall owe the company, during the company closure or mandatory day off, the number of hours agreed upon in the framework agreement, multiplied by the prevailing hirer's rate. Article 27: 27.1 The hirer shall promptly, accurately, and completely inform the company about the employment conditions as referred to in Article 32 of the general terms and conditions pursuant to Article 12a of the Dutch Act on the Allocation of Labor by Intermediaries, so that the company can determine the employee's wage. 27.2 The company is entitled to retrospectively correct the hirer's rate and charge the hirer if it appears that (one of) the components referred to in Article 29 or 32 have been incorrectly or incompletely determined. 27.3 If the hirer intends to provide the employee with a car, the hirer shall promptly notify the company. Only in consultation with the company, the hirer agrees with the employee that the car may be used for private purposes, so that the company can account for this in tax deductions. If the hirer fails to do so, the hirer is obligated to compensate the company for the resulting damages, costs, and (tax) consequences suffered by the company. Article 28: 28.1 In addition to the company, the hirer is jointly liable towards the employee for the payment of the employee's due wages, unless the hirer qualifies as non-blameworthy regarding potential underpayment. 28.2 In order to demonstrate its non-blameworthiness, the hirer shall promptly, accurately, and completely inform the company about the employment conditions referred to in Article 21 or 24 of the general terms and conditions. 28.3 The company is obligated towards the hirer to reward the employee in accordance with applicable laws and regulations. Article 29: 29.1 If the hirer wishes to directly enter into an employment contract or other type of employment relationship with an employee provided or to be provided by the company, the hirer shall promptly inform the company thereof in writing. The parties will then enter into consultations to discuss the hirer's intention. The starting point is that the hirer owes the company a reasonable compensation for the services provided by the company in relation to the assignment, recruitment, and/or training of the employee, in accordance with Article 9a paragraph 2 of the Dutch Act on the Allocation of Labor by Intermediaries. 29.2 Other types of employment relationships as referred to in this article include: - contract for services; - contract for a specific task; providing the employee to the hirer by a third party (e.g., another company) for the same or different work. 29.3 The hirer shall not directly enter into an employment contract with the employee if the employee has not lawfully terminated their contract with the company. 29.4 The hirer is prohibited from inducing the employee to enter into an employment contract or other type of employment relationship with another company with the intention of hiring the employee through this other company. Article 30: 30.1 The hirer is aware that according to Article 7:658 of the Dutch Civil Code (BW) and the applicable Health and Safety legislation, they have an obligation to ensure a safe workplace for the employee. The hirer provides the employee with specific instructions to prevent the employee from suffering harm in the course of their work. Additionally, the hirer provides the employee with personal protective equipment as necessary. If the necessary equipment is provided by the company, the company is entitled to charge the hirer for the associated costs. 30.2 Before the assignment begins, the hirer provides the employee and the company with necessary information about the required professional qualifications of the employee, as well as the Risk Inventory and Evaluation (RI&E), containing the specific characteristics of the workplace. The employee should have sufficient opportunity to review the content before commencing work. 30.3 The hirer is liable towards the employee and the company and therefore required to compensate for any damage the employee suffers in the course of their work, unless the damage is largely the result of intent or conscious recklessness on the part of the employee, all in accordance with Article 7. 30.4 If the employee sustains such injuries in the course of their work that result in death, the hirer, according to Article 6:108 of the Dutch Civil Code (BW), is liable to compensate the individuals referred to in that article and the company for the damage to those individuals, unless the damage is largely the result of intent or conscious recklessness on the part of the employee, all in accordance with Article 7. Additionally, the hirer must reimburse the company for the costs related to the payment of benefits pursuant to Article 7:674 of the Dutch Civil Code (BW). 30.5 The hirer fully indemnifies the company against claims made against the company due to the hirer's failure to fulfill the obligations stated in this article and will fully compensate the company for legal costs associated with such claims. The hirer grants the company the authority to assign its claims under this article to the immediate interested parties. 30.6 The hirer is obligated to maintain adequate and comprehensive liability insurance covering all direct and indirect damage as referred to in this article. Article 31: 31.1 At the beginning of the employee's assignment, the hirer verifies the employee's identity using the original identity document. The hirer organizes their administration in such a way that the employee's identity can be proven. 31.2 The company and the hirer treat all personal data of employees provided to them within the context of the assignment confidentially and process them in accordance with the provisions of the General Data Protection Regulation (GDPR) and other relevant privacy legislation. 31.3 Depending on the responsibilities and practices, parties make arrangements in accordance with the GDPR and related privacy legislation concerning data breaches, data subject rights, and retention periods, among other aspects. When there is a joint data processing responsibility, the company and the hirer make further agreements regarding the exercise of data subject rights and the obligation to provide information. These arrangements are documented in a mutual agreement. 31.4 The hirer is responsible for providing the company with personal data or requesting data only if and to the extent that the hirer is authorized to do so under the GDPR. 31.5 The hirer indemnifies the company against all claims from candidates, employees, hirer's employees, or other third parties against the company related to a breach of the GDPR and other privacy legislation by the hirer, and reimburses the associated costs incurred by the company. Article 32: In cases of successive employment, the hirer provides accurate and complete information about the employee's work history with the hirer to the company. If the hirer fails to do so, any unforeseen costs and potential damages arising from this omission will be charged to the hirer. Article 33: 33.1 For the secondment of the employee, the hirer owes the company the hirer's rate, unless otherwise agreed upon. The hirer's rate is directly related to the wage owed to the employee. 33.2 According to Article 8a of the Dutch Allocation of Labor by Intermediaries Act, the employee is entitled to at least the same employment terms as those applicable to employees employed by the hirer in equivalent or comparable positions. However, an appropriate pension scheme may apply differently. 33.3 For payroll contracts, the chain employment regulation applies in accordance with Article 7:668a of the Dutch Civil Code (BW), in the same manner as it applies to employees employed by the hirer. Prior to commencing the secondment, the hirer informs the company in writing about the collective labor agreement (cao) or compensation scheme applicable in their company, the terms and conditions included therein, the pension scheme, and any (interim changes to) employment terms of this cao or compensation scheme that are relevant to the secondment, such as wages, overtime, sick pay, and leave regulations. 33.4 Rate changes resulting from modified employment terms, cao obligations, and changes in or due to legislation such as tax and social legislation will be charged to the hirer as of the effective date of those changes and are accordingly payable by the hirer, even if these changes occur during the term of a framework agreement. 33.5 All components of the hirer's remuneration mentioned in the placement confirmation and provided with a rate agreement are part of the agreement. Other remuneration components not mentioned initially but that apply automatically later will be passed on to the hirer on a one-to-one basis. Examples are mentioned in articles a to f (below). - Gross and net allowances, including travel (hours), accommodation allowances, severance pay, personal protection and work clothing allowances, gratuities, other types of gross and net allowances necessary for the performance of the job. - Costs related to sickness and absenteeism prevention, including costs due to sickness abroad, travel expenses to the occupational health service, medical examinations and analyses, a personal budget for external reintegration obligations, continued payment of vacation days during sickness, and other types of allowances and contributions related to sickness and absenteeism prevention. - Supplements for, among others, standby duty, shift allowances (shifted hours), special expertise, meal allowances, and equipment allowances, availability services, and other collective labor agreement (cao) related supplements. - Costs related to continued payment of employee wages in cases of, among others, inclement weather, paid parental leave, relocation costs for work, days off for mourning and palliative leave, generational pact, days/hours for tasks or meetings of affiliated trade unions, and other cao obligations for continued wage payment. - Right to extra days off, such as age-related extra days off or vacation days, extra vacation days based on years of service, and other costs related to extra days off. - Costs related to education and training, including cao-mandated training costs, first aid and emergency response training, a personal development budget, costs related to studying, days off for exam preparation and exam days, and other costs related to education and training. 33.6 The hirer has the right to inform the company within 4 hours after the start of work if an employee does not meet the job requirements set by the hirer and the hirer did not play a role in the allocation process (recruitment and selection) of the employee. In this case, the hirer is obligated to pay the company at least the wage owed to the employee, increased by the employer's share of social charges and premium levies, and obligations arising from the applicable cao/compensation scheme. 33.7 If there is a secondment for an indefinite period and no agreement has been reached on the notice period, the hirer's payment obligations related to the secondment will continue until the termination of the payroll agreement between the payroll company and the employee. In this case, the payroll company is entitled to charge the hirer the hirer's rate, continuing to do so in accordance with the usual or expected work pattern of the employee.