General Terms and Conditions

 Article 1 General / definitions 

In the general terms and conditions the following definitions apply:

Client: the party giving the order;

Contractor: TTT-Group B.V. and its affiliates which include Total Employee Mobility Solutions B.V. and Total Employee Compliance Services B.V.;

Work: all work for which an order has been given by the client or which is performed or should be performed by the contractor for other reasons directly related to the order, in the broadest sense and encompassing in any case the work as indicated in the order confirmation.

Article 2 Scope of application 

1. These General Terms and Conditions apply to all the work, including follow-up work or amended or additional work, performed by contractor to client unless otherwise specified in the engagement letter.

2. These General Terms and Conditions also apply to the contractor’s affiliated companies and/or persons, natural or otherwise, for whom the order is actually being carried out.

3. The contractor’s rules of conduct and professional practice are part of the agreement. The client declares that it will respect the obligations arising therefrom for the contractor in full at all times.

4. Standard terms of the client do not apply, unless explicitly accepted by the contractor.

Article 3 Conclusion of the agreement 

1. All offers of the contractor are non-binding and issued exclusive of VAT. Offers represent only an indication of the fee to be charged, based on an estimate of the time to be spent and such estimate being made, unless the opposite proves to be true, on the assumption that the records and other information of the client will be provided complete and in order.

2. The agreement is concluded at the time that the engagement letter is signed by the client and returned to the contractor. The engagement letter or a subsequent order confirmation is based on the information provided by the client to the contractor at that time. The engagement letter or order confirmation is deemed to be a complete and accurate representation of the agreement.

3. If an order is given verbally or per e-mail, sms or similar means of communication and/or a signed engagement letter has not yet been received by the contractor, and the contractor has started to carry out the order at the client’s request, the order will be deemed to have been concluded under the applicability of these General Terms and Conditions.

4. The agreement is entered into for an indefinite period, unless it emerges from the content, nature or scope of the granted work that it has been entered into for a defined period.

Article 4 Information provided by the client 

1. The client is required to provide all information and documents the contractor believes it requires to perform the granted work correctly, in a timely manner and in the desired form and manner.

2. The client will inform the contractor of all (changed) facts and circumstances that are relevant to the correct execution or completion of the work.

3. The client warrants the accuracy, completeness and reliability of the information and documents provided to the contractor, even if such information and documents originate from third parties.

4. Additional charges and additional fees arising from delays in the execution of the work order caused by non-provision, late provision or improper provision of the required information of documents are at the client’s expense.

Article 5 Execution of the Work 

1. The contractor will determine the manner in which the granted work will be executed, and by whom. The services to be rendered by the contractor will be performed to its best insight and according to the requirements of professional practice.

2. The contractor cannot perform and charge work to the client in excess of what is ordered until the client has provided prior consent, unless such work is covered by the contractor’s duty of care.

3. In hiring a third party, the contractor will take the necessary care and confer with the client in selecting said third party as much as is customary or reasonable in the relationship to the client. The contractor is authorised to accept terms that apply in the relationship between the contractor and the third party or which are established by the third party.

4. Regarding work intended to achieve a particular result, financial or otherwise, the contractor is only subject to an obligation of effort.

Article 6 Confidentiality 

1. Except for an obligation of disclosure in accordance with any legal provision, rule and/or professional rule, directive and/ or other regulation, European or otherwise, or in the event that the contractor acts for itself and/or for persons affiliated with or working for the contractor in a disciplinary, private, administrative or criminal proceeding where such information may be important, the contractor is required to maintain confidentiality with regard to third parties and the contractor is not entitled to use the information provided to it by the client for purposes other than that for which it has been obtained.

2. Unless prior written permission has been granted by the contractor to that effect, the client will not publicly disclose the content of reports, recommendations or other expressions of the contractor, written or otherwise, that have not been compiled or made with the aim of providing the information set out therein to third parties. The client will also ensure that third parties cannot view the content indicated in the preceding sentence.

3. The contractor will impose its obligations under this article on third parties that it hires.

4. This provision does not impede confidential collegial consultation or professional review, insofar as the contractor deems it necessary as part of the requirements of professional practice and/or careful execution of the work. The contractor will ensure that confidentiality is also maintained in this area, particularly regarding the third-party experts hired by the contractor, whether within its own organisation or otherwise.

Article 7 Intellectual property 

1. The contractor reserves all rights regarding intellectual products that it uses or has used as part of executing the client’s work order, inasmuch as these arise from the law.

2. The client is expressly forbidden to reproduce, publish or exploit such products, including computer programmes, system designs, working methods, recommendations, contracts/model contracts and other intellectual products of the contractor, all in the broadest sense, with or without the involvement of third parties. Publication may therefore occur only after consent has been obtained from the contractor. The contractor has the right to reproduce documents for use in its own organisation, where such use suits the purpose of the work order. In the event of early termination, the foregoing provisions will remain in full effect.

Article 8 Remuneration 

1. If, after the conclusion of the agreement but before the order is carried out in full, factors determining the rate, such as wages and/or prices, undergo a change, the contractor will be entitled to adjust the agreed rate accordingly, unless the client and contractor have made other agreements thereon. The contractor also reserves the right to adjust the agreed hourly rates annually as of 1 January.

2. The remuneration of contractor is exclusive of expenses of client and exclusive of invoices from third parties that have been hired by the contractor.

3. All rates are exclusive of VAT and other governmental charges.

Article 9 Payment 

1. Payment by the client must occur, without deduction, discount or settlement of debts, within the agreed deadlines, no later than 15 days from the invoice date in any event. Payment must be made in euros by means of a transfer in favour of a bank account to be indicated by the contractor.

2. If the client has not paid within the period stated in 9.1, the contractor will be entitled, having requested the client once to pay, to charge the client statutory business delay interest from the due date until the date of full payment, without further notice of default, notwithstanding the contractor’s other rights. The client is not permitted to claim suspension or settlement against outstanding claims of the contractor for any reason.

3. In the event of late payment, the contractor will be entitled to suspend execution of the work without this resulting in any responsibility for damage on the part of the contractor.

4. If no payment occurs after the payment period has elapsed and the contractor is required to take collection measures, the client will owe extra-judicial collection charges of 15% of the amount due. If the contractor, after notice to that effect, must take collection measures, the client will be required to pay, in addition to the principal and interest owed, all actual legal and extra-judicial expenses (i.e., not only the liquidated expenses) related to the relevant measures and proceedings.

5. If the contractor believes that the client’s financial situation or payment practices warrant it, the contractor is entitled to require the client to provide a security or additional security immediately, in a form to be determined by the contractor. If the client neglects to provide the requested security, the contractor will be entitled, notwithstanding its other rights, to suspend further execution of the work immediately and all amounts owed by the client to the contractor for any reason will be due immediately.

6. In the case of an order given jointly, the clients, insofar as the work was performed for the joint clients, will be severally liable for payment of the invoice amount.

 Article 10 Complaints 

1. Claims regarding the performance of work and/or the invoice amount must be indicated to the contractor in writing within 60 days after the posting date of the documents or information that is the subject of the client’s claim or within 60 days after discovery of the fault if the client demonstrates that it could not reasonably have discovered the fault earlier. Only claims submitted in writing can be handled.

2. Claims as indicated in the first paragraph will not suspend the client’s payment obligation.

3. In the case of a justly made claim, the contractor has the option of either adjusting the fee charged, correcting or redoing the rejected work at no charge, or not carrying out or furthering the work, in whole or in part, in return for compensation in proportion to the fee already paid by the client.

Article 11 Delivery period 

1. If the client owes an advance payment or must provide information and/or materials required for the execution of the work, the period in which the work must be completed will not be earlier than the time that payment is received in full or the information and/or materials have been made fully available, respectively.

2. Periods within which the work must be completed are only to be considered definitive if this is explicitly agreed.

3. Unless execution is impossible on a permanent basis, the agreement cannot be dissolved by the client due to the period having been exceeded unless the contractor also does not carry out the agreement, fully or in part, within a period indicated to it in writing after the agreed delivery period has passed. Dissolution will then be permitted in accordance with article 265, Volume 6 of the Civil Code.

Article 12 Termination 

1. The client and contractor may terminate the agreement at any time in writing whilst observing a reasonable notice period.

2. The contractor remains entitled to payment of the fees for work performed until the agreement termination date.

3. In the event that the client decides to terminate the engagement early, the contractor remains entitled to compensation for the costs that has reasonably been incurred as a result of the early termination, including costs relating to subcontracting. If the contractor terminates the engagement early, the client is entitled to the assistance of the contractor in transferring work to third parties.

4. Upon termination each party will without any delay return each other’s belongings to one another.

Article 13 Liability 

1. All liability of the contractor and/or of persons affiliated with or working for the contractor, arising from or related to the execution of work, is, besides intentional act, wilful recklessness or gross negligence, limited to a maximum of three times the fee paid by the client for the specific work performed for which the error resulted, but never more than the amount paid in the relevant case under one or more professional liability insurance policies taken out by the contractor, including the excess borne by the contractor relative to such policies. On request, information will be provided on professional liability insurance policies taken out by the contractor and the coverage provided. If for any reason no payment should occur under such insurance, all liability will be limited to the amount paid to the contractor in the relevant case in the relevant calendar year by the client, to a maximum of € 25,000.

2. In the case of an order for secondment, the liability of the contractor and/or persons affiliated with or working for the contractor, arising from or related to the execution of work, will be limited to a maximum of the amount of the fee received by the contractor as part of the relevant order in the past 6 months, but never more than the amount paid in that case under professional liability insurance taken out by the contractor, including the excess borne by the contractor regarding such insurance. If for any reason no payment should occur under such insurance, all liability will be limited to the amount paid to the contractor in the relevant case over the past 6 months in question, to a maximum of € 25,000.

3. If the work is performed for more than one (legal) entity and/or person, the limitation of liability with respect to the work performed shall apply to these (legal) entities and/or persons jointly.

4. The client indemnifies the contractor against claims by third parties and regarding directors’ liability, including reasonable costs of legal assistance, related in any way with the work performed for the client, unless resulting from intentional act and/or wilful recklessness on the part of the contractor.

5. Directors, shareholders and employees or any auxiliary person engaged by the contractor cannot be held personally liable by the client.

6. All liability for actions, legal or otherwise, and shortcomings of any nature by third parties hired by the contractor is excluded unless in relation to legal liability that third party is acting under the explicit instructions of the contractor.

7. The contractor is liable only for damage occurring during or at the time of the execution of the order if and insofar as the damage is the result of intentional act, wilful recklessness and/or gross negligence on the part of the contractor.

8. Damage resulting from inaccuracies in texts or printed matter, or messages via electronic means, that have been checked or approved by the client, cannot be claimed against the contractor by the client.

Article 14 Electronic communication 

The client and contractor may communicate with each other by electronic means during the execution of the work. Parties are not liable towards another for damage incurred to the other as a result of the use of electronic means of communication, including, but not limited to, damage resulting from non-delivery or delay in the delivery of electronic communications, interception or manipulation of electronic communications by third parties or by software/hardware used to transmit, receive or process electronic communications, transmission of viruses and non-functioning or improper functioning of the telecommunications network or other resources required for electronic communications, except inasmuch as the damage is the result of gross fault and/or intent.

Article 15 Expiry 

1. The provisions of these General Terms and Conditions, which are explicitly or implicitly intended to remain in effect after the end of this agreement, will remain in effect thereafter and continue to be binding for the parties.

2. Insofar as these General Terms and Conditions do not indicate otherwise, all claims by the client against the contractor shall lapse after the expiry of one year after such claims have arisen and in all events after five years from the event causing the claims.

Article 16 Applicable law 

1. All agreements between the client and the contractor to which these General Terms and Conditions apply are subject to Dutch law.

2. All disputes relating to agreements between the client and contractor, to which these terms apply and which are not part of the jurisdiction of the district judge, will be adjudged by the competent judge in the region where the contractor is domiciled.

3. Contrary to the terms of 16.2, the client and contractor are entitled in consultation to present disputes to a disputes committee