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General Conditions Charlie works holding NV for the Posting of Temporary Employees 2023-01.
Table of Contents
- Article 1: Definitions
- Article 2: Scope
- Article 3: The Assignment and the Posting
- Article 4: Replacement and Availability
- Article 5: Employment relationship with the Temporary Employee
- Article 6: Right of Suspension
- Article 7: Working Procedure
- Article 8: Scope of Work and Working Hours
- Article 9: Company Closures and Compulsory Days Off
- Article 10: Position and Remuneration
- Article 11: Proper Management and Supervision
- Article 12: Posting Abroad
- Article 13: Employment Conditions
- Article 14: Client Liability
- Article 15: Client Rate
- Article 16: Time Registration
- Article 17: Obligation of best efforts and liability Charlie works
- Article 18: Intellectual and Industrial Property
- Article 19: Confidentiality
- Article 20: Billing and Payment
- Article 21: Special obligations with regard to identity and processing of personal data
- Article 22: Treatment of Temporary Employees
- Article 23: Obligations relating to the Posting of Workers by Intermediaries Act
- Article 24: Privacy
- Article 25: Applicable Law and Choice of Forum
- Article 26: Final Provision
Article 1 - Definitions
In these General Terms and Conditions, the following definitions apply:
1. Charlie works: all subsidiaries of Charlie works holding B.V., such as Charlie works B.V., which are part of the Charlie works holding N.V. and which supply temporary employees to the Client.
2. Temporary Employee: any natural person, who has entered into an employment contract as referred to in Article 7:690 of the Dutch Civil Code with Charlie works in order to perform work for a Client under the management and supervision of the Client.
3. Assignment: the agreement between a Client and Charlie works pursuant to which a single Temporary Worker is supplied to the Client by Charlie works, as referred to in paragraph 2 of this Article, to perform work in exchange for payment of the Client Rate. Charlie works does not carry out any activities pertaining to so-called payroll services. As the Temporary Workers perform work under the Client's management and supervision, Charlie works shall never be liable for damage inflicted or caused by Temporary Workers to or at the Client's premises, however named and for whatever reason.
4. Client: any natural or legal person who is a Party to the Assignment in addition to Charlie Works.
5. Posting: the employment of a Temporary Employee in the context of an Assignment. The Posting starts at the moment the Temporary Employee starts the work. The Temporary Employee can be made available to several Clients.
6. Temporary Employment Clause: the written provision in the Employment Contract between Charlie works and the Temporary Employee, meaning that the Employment Contract ends by operation of law because the Posting of the Temporary Employee by Charlie works to the Client ends at the request of the Client (Article 7: 691, paragraph 2 of the Dutch Civil Code).
7. Collective Labour Agreement: the Collective Labour Agreement for Temporary Employees, concluded between the ABU (General Union for Temporary Employment Agencies) on the one hand and relevant employee organisations on the other.
8. Client Rate: the rate payable by the Client to Charlie Works, excluding surcharges, reimbursements of expenses and VAT. The rate is calculated per hour, unless otherwise agreed in writing.
9. Hirer's Remuneration: the Hirer's Remuneration as defined in the Collective Labour Agreement.
10. Call agreement: the employment agreement concluded between the Temporary Worker and Charlie works, in which: (i) the scope of the work has not been determined in terms of a number of hours per unit of time not exceeding: a. one month, or; b. one year and the entitlement to wage of the Contract Worker has been spread evenly over such unit of time, or; (ii) the Agency may successfully invoke against the Contract Worker the exclusion of the obligation to continue to pay wages pursuant to the law or the ABU CLA.
Article 2 - Scope
1. These General Terms and Conditions apply to all Assignments and other agreements between Charlie works and the Client, as well as to all legal acts that are aimed at the realisation thereof, including offers, proposals, offers and quotations.
2. Any purchase conditions or other conditions of the Client are not applicable and are explicitly rejected by Charlie works.
3. Agreements that deviate from these General Terms and Conditions only apply if agreed in writing and only apply to that Assignment.
Article 3 - The Assignment and the Posting
1. The Assignment is entered into for a fixed or indefinite term.
2. The fixed-term Assignment is the Assignment that is entered into:
- or for a fixed term;
- or for a definable term;
- or for a definable period that does not exceed a fixed term.
The fixed-term Assignment ends by operation of law by the expiry of the agreed term or by the occurrence of a predetermined objectively determinable event. The Assignment for a definite period of time cannot be terminated, unless otherwise agreed in writing.
End of Assignment
3. The Assignment for an indefinite term ends by written cancellation with due observance of a cancellation period of 14 calendar days.
4. Each Assignment ends immediately due to cancellation at the time that one of the Parties cancels the Assignment because:
- the other Party is in default;
- the other Party is insolvent;
- the other Party was declared bankrupt or suspension of payment has been requested.
If Charlie works terminates the contract on one of these grounds, the Client's behaviour on which the termination is based shall constitute the Client's request to terminate the Supply with immediate effect without observing a notice period. This shall not lead to any liability on the part of Charlie works for damage suffered by the Client as a result. As a result of the termination, the claims of Charlie works shall be immediately due and payable.
End of Posting
5. Termination of the Agreement means the end of the Posting. Termination of the Agreement by the Client means the request of the Client to the Charlie works to stop the current Posting at the date the Agreement terminates or has been legally dissolved.
6. If the Temporary Employment Clause applies between the Temporary Employee and Charlie works, the Posting of the Temporary Employee ends at the Client's request at the moment that the Temporary Employee reports that they are unable to perform the work due to incapacity/illness. In that case, the Client shall be deemed to have made this request. The Client will confirm this request in writing to Charlie works upon request.
7. The Posting will end by operation of law if and as soon as Charlie works can no longer make the Temporary Employee available, because the Employment Contract between Charlie works and the Temporary Employee has been terminated and this Employment Contract is not subsequently continued for the same Client.
8. The Client shall - in the event of temporary employment contracts with a Temporary Employment clause - notify Charlie works of the continuation of the temporary employment contract with a Temporary Employment clause after 26 weeks worked in a timely manner, so that Charlie works can observe a 10-day notice period towards the Temporary Worker. Non-fulfilment or late fulfilment of the deadline for notification shall be at the expense of the Client, unless the circumstance as a result of which the deadline could not be met is not within the Client's control. The Client commits itself in advance to paying Charlie works, in accordance with the applicable agreements, all that which Charlie works is then obliged to pay the Temporary Worker.
9. Charlie works shall request the Client in to inform it a timely manner whether the Assignment for which Charlie works has entered into a secondment agreement for six months or longer will end by operation of law or will be extended, so that Charlie works can observe the statutory notice period of one month. If the Client fails to inform Charlie works or does so untimely, any compensation due in respect of the Temporary Worker shall be payable by the Client.
Article 4 - Replacement and Availability
1. Charlie works shall at all times be entitled to replace a posted Temporary Worker while continuing the Assignment. No permission from the Client is required for this. The Client will only refuse cooperation with regards to replacement on reasonable grounds. The Client will justify any refusal in writing.
2. Charlie works shall not fail imputably towards the Client and shall not be liable to pay any damages or costs to the Client, if for any reason whatsoever Charlie works cannot or can no longer supply a Temporary Worker or a replacement Temporary Worker in the manner and to the extent agreed upon in the Assignment or thereafter.
Article 5 - Employment relationship with the Temporary Employee
1. The Client intending to enter into an employment relationship with the Temporary Worker for the same or other work shall notify Charlie works of this in writing without delay before carrying out this intention.
2. In this Article, entering into an employment relationship shall be understood to mean: entering into an employment agreement, a contract for work, and/or an Assignment agreement by the Client with the Temporary Worker as well as having the Temporary Worker supplied (or otherwise having work performed) by a third party.
3. The Client will not enter into an employment relationship with a Temporary Employee if and insofar as the employment agreement with Charlie works is not legally terminated.
4. In the event that a Client enters into an employment relationship with a Temporary Employee who has been made available to the Client who has worked for less than 2080 hours, they will owe Charlie works a fee. This fee is 25% of the most recent rate for 2080 hours minus the number of hours worked by Temporary Employees based on the Assignment at the client. This fee is increased with VAT.
5. If the Client enters into an employment relationship with the Temporary Worker within 6 months of the end of the Supply, the Client shall owe a fee as provided for in Article 5(4). This shall also apply in the event that the Client has approached the Temporary Worker directly or through a third party or the Temporary Worker has applied for a job with the Client directly or through a third party.
6. The Client shall also owe Charlie works the fee stipulated in Article 5 paragraph 4 in the event that the Client initially came into contact with a candidate Temporary Worker through the mediation of Charlie works, without this resulting in an Assignment/Determination and the Client entered into an employment relationship with the candidate Temporary Worker within 12 months of this candidate being introduced. In the event that the Client and Charlie works had not yet reached an agreement on the amount for the Client rate and the number of hours to be worked, the Client shall owe Charlie works an amount of € 20,000 excluding VAT, without prejudice to Charlie works' right to claim full compensation.
7. In this Article, the term Temporary Worker shall also mean the candidate Temporary Worker presented by Charlie works to the Client and the Client shall also mean the potential Client, or an affiliated company in a group affiliated with the Client.
Article 6 - Right of Suspension
1. The Client is not entitled to temporarily suspend the employment of the Temporary Employee wholly or partially, except in the case of force majeure within the meaning of Article 6:75 of the Dutch Civil Code.
2. Contrary to paragraph 1 of this article, suspension shall be possible if:
- this has been agreed in writing and the term has been settled and;
- the Client demonstrates that temporarily there is no work available or the Temporary Employee cannot be posted and;
- Charlie works can successfully rely on exclusion from the continued payment obligation with regard to the Temporary Employee based on the Collective Labour Agreement.
Article 7 - Working Procedure
1. Prior to commencing the Assignment, the Client shall provide Charlie works with the information required for the General Terms and Conditions of Charlie works holding N.V. 2021-01 5 Assignment, including an accurate description of the position, job requirements, working hours, working time, activities, work place, working conditions and the intended duration of the Assignment.
2. Charlie works will determine which (applicant) Temporary Employees it proposes to the Client for the execution of the Assignment, based on the information provided by the Client and the capacities known to it, the knowledge and skills of the (applicant) Temporary Employees who are eligible for Posting. The Client is entitled to reject the proposed (applicant) Temporary Employee, as a result of which the Posting of the proposed (applicant) Temporary Employee is cancelled.
3. Charlie works is not in default vis-à-vis the Client if the any contact between the Client and Charlie works prior to a potential Assignment, including a specific request from the Client to make a Temporary Employee available, for any reason, does not lead to the Posting of a Temporary Employee within the period required by the client.
4. If Charlie works, in the context of the fulfilment of its obligations under the law or the Collective Labour Agreement, requires information from the Client upon request, the Client will provide this information to Charlie works free of charge upon first request.
Article 8 - Scope of Work and Working Hours
1. Before the start of the Assignment, the Client will provide complete and correct information regarding the times (days and times, also referred to as “working hours”) of the Temporary Worker, during which working hours the Temporary Worker may be required to work. The Client acknowledges the importance of correct information provision on its part and declares that it is familiar with the provisions of the Act Implementing the EU Directive on Transparent and Predictable Employment Conditions, which came into force on 1 August 2022, and the resulting obligations of Charlie works towards the Temporary Worker such as the information obligation regarding working hours. Client is there during the term of the Assignment that the actual working hours of the Temporary Worker do not deviate from the working hours communicated by the Client at the start of the Assignment, at least not to such an extent that this results in largely unpredictable times within the meaning of the aforementioned law. The Client is aware of the fact that if the Temporary Worker has completely or largely unpredictable working hours at any time, Charlie works may have to comply with the legal rules (known to the Client) regarding a so-called on-call contract. In the event that the Temporary Worker can claim an extension of the scope of work due to acts or omissions on the part of the Client, the (minimum) scope of work agreed with the Client will be adjusted accordingly - if necessary with retroactive effect - and the Client will be charged the Client rate for the adjusted amount from that moment onwards. amount of work due. The Client guarantees that due to acts or omissions on the part of the Client which (in)directly result in Charlie works having to comply with the regulations regarding an on-call contract towards the Temporary Worker, the Client will hire the Temporary Worker via Charlie works for a time/period that is fully in line with the obligations of Charlie works towards the Temporary Worker, or that the Client fully indemnifies Charlie works in this respect. This means in any case that if the Client temporarily has no or less work for the Temporary Worker, or if it is unable to employ the employee, the Client will owe the full rate for the remaining term of the Assignment for the scope of work that Charlie works pays to the Temporary worker is obliged to comply.
2. The scope of work and the working hours of the Temporary Employee at the Client are laid down in the Assignment or agreed otherwise. The working hours, scope of work and breaks of the Temporary Employee are identical to the times and hours generally used at the Client's, unless otherwise agreed. The Client warrants that the working hours, breaks and scope of work of the Temporary Employee meet the legal requirements. The Client ensures that the Temporary Employee does not exceed the working hours permitted by law and the agreed scope of work, except for incidental overtime.
3. Holidays and leave of the Temporary Employee shall be governed by law and the Collective Labour Agreement.
Article 9 - Company Closures and Compulsory Days Off
1. Upon concluding the Assignment, the Client must inform Charlie works of any company closures and collective compulsory days off during the term of the Assignment, so that Charlie works can, if possible, make this circumstance part of the Employment Contract with the Temporary Employee. If an intention to establish a company closure and/or collective compulsory days off becomes known after entering into the Agreement, the Client must inform the Charlie works about this immediately after the announcement.
Artikel 10 – Functie en beloning
1. Before the commencement of the Assignment, the Client will provide the description of the position to be performed by the Temporary Employee, the relevant pay grade and information on all elements of the Hirer's Remuneration (regarding amount and time: only if and to the extent known at that time) to Charlie works.
2. The Temporary Worker's remuneration, including any bonuses and expense allowances, shall be determined in accordance with the CAO (including the provisions concerning the Recipient's Remuneration) and the applicable laws and regulations, based on the job description and information provided by the Client. The Client acknowledges the importance of the correct provision of information on its part and declares itself familiar with the provisions of the Bogus Constructions Act (Wet aanpak schijnconstructies), pursuant to which the Client is jointly and severally liable for the payment of the correct wages to the Temporary Worker.
3. If at any time it appears that the job description and relevant job do not correspond with the actual duties performed by the Temporary Employee, the Client shall immediately provide the correct job description and relevant pay grade. The remuneration of the Temporary Employee shall be reassessed in light of the new job description. The job description and/or pay grade can be adjusted during the Agreement if the Temporary Employee makes a reasonable claim for that adjustment based on on laws and regulations, the collective agreement and/or the Hirer's Remuneration. If the adjustment leads to a higher remuneration, Charlie works is entitled to correct the remuneration of the Temporary Employee and the Client Rate accordingly. The Client owes this adjusted rate to Charlie works from the moment that the Temporary Employee is entitled to the higher remuneration based on legislation and regulations and/or the Collective Labour Agreement.
4. The Client will inform Charlie works in a timely manner and in any event immediately after becoming aware of any changes to the Hirer's Remuneration and any established initial wage increases. This paragraph does not apply if and as long as the Temporary Employee is rewarded in accordance with the Collective Labour Agreement remuneration for the allocation group.
5. If and insofar as the Temporary Employee is rewarded in accordance with the ABU remuneration due to non-categorisation, the Client will inform Charlie works in a timely manner and in any case immediately upon becoming aware of a change in the client's job structure that results in the job performed by the Temporary Employee can or should have been classified in the job structure of the client. In that case, the remuneration and the Client Rate are adjusted in accordance with paragraph 3 of this article.
6. Payments and bonuses such as those for overtime, hours travelled/travel time, physically demanding conditions, work in shifts or irregular work, at special times or on special days (including holidays), shifted hours and/or on-call or standby shifts, are remunerated in accordance with the CAO and/or other applicable employment conditions regulations, and at least in accordance with the Recipient's Remuneration, and are charged to the Client.
Article 11 - Proper Management and Supervision
1. The Client will regard the Temporary Employee in exercising management and supervision as well as the actual performance of the work in the same careful manner as it is obliged to treat its own employees.
2. The Client is not permitted, subject to permission, to make the Temporary Employee available to a third party for the performance of activities under the management and supervision of this third party. Third Party is also understood to mean a (legal) person with whom the Client is associated in a group.
3. The Client can only employ the Temporary Employee in deviation from the provisions of the Assignment and the conditions, if Charlie works and the Temporary Employee have agreed this in writing in advance.
4. The Client shall pay the Temporary Employee for the any damage they may suffer as a result of damage or wear of their property used in the context of the assigned work.
5. Charlie works is not liable vis-à-vis the Client for damage to the client, third parties or the Temporary Employee itself that results from the Temporary Employee's acts or omissions. The Client indemnifies Charlie works in this regard against any claim that third parties or Temporary Employees have against Charlie works as an employer in respect of the damage determined in this paragraph and will reimburse all related costs reasonably incurred by Charlie works.
6. The Client shall, to the extent possible, take out adequate insurance against liability under the provisions of this article. The Client will provide proof of insurance upon request of Charlie works.
Article 12 - Posting Abroad
1. The Client will inform Charlie works at least 45 calendar days before the start of the intended Posting abroad so that Charlie works has sufficient time to request an A 1 statement.
2. Written permission must always be obtained from Charlie works and the Temporary Worker for employment abroad. The Client guarantees that the deployment outside of the Netherlands will not involve any additional costs or risks for Charlie works and/or the Temporary Worker and indemnifies Charlie works in this respect.
3. Posting of the Temporary Employee abroad by a Client established in the Netherlands is only possible for a limited period under the conditions that the Client has organised management and supervision. Posting abroad will always be done with due observance of the applicable laws and regulations of the country in question.
4. The Client will take out proper travel insurance. The Client will provide proof of insurance upon request of Charlie works.
Article 13 - Employment Conditions
1. The Client declares to be aware of the fact that it is considered to be an employer in accordance with the Working Conditions Act. The Client is liable to the Temporary Employee and Charlie works for the fulfilment of the obligations under Article 7:658 of the Dutch Civil Code, the Working Conditions Act and related statutory obligations in the field of workplace safety and good working conditions in general.
2. The Client is obliged to provide the Temporary Employee and Charlie works with written information about the professional qualifications required and the specific features of the job Posting, in a timely manner, and in any case one day before starting work. The Client shall actively inform the Temporary Employee regarding the Risk Assessment and Evaluation (RI&E) used within its company.
3. If the Temporary Employee suffers an industrial accident or work-related illness, the Client shall, if required by law, immediately notify the competent authorities and ensure that a written report is made immediately. The report shall describe the circumstances of the accident in such a way that reasonable assurance can be made whether and to what extent the accident is due to taking insufficient measures to prevent the accident or work-related illness. The Client shall notify Charlie works as soon as possible about the accident or work-related illness, submitting a copy of the relevant report.
4. The Client shall compensate the Temporary Worker for all damage suffered by the Temporary Worker in the course of performing their work and shall indemnify Charlie works against all claims for compensation for damage made by the Temporary Worker or their relatives against Charlie works.
5. If and to the extent that the Client is liable pursuant to Article 7:658 and/or Article 7:611 and/or Article 6:108 and/or Article 6:162 of the Dutch Civil Code, in the event of sickness or incapacity for work of the Temporary Worker the Client shall compensate Charlie works for the damage suffered and/or to be suffered by Charlie works, which damage shall in any event consist of the costs of continued payment of salary during the period of sickness or incapacity for work of the Temporary Worker as well as the costs to be incurred by Charlie works by virtue of the aforementioned articles.
6. The Client shall take out adequate insurance against liability on the grounds of the provisions of this article. At the request of Charlie works, the Client shall provide proof of insurance.
Article 14 - Client Liability
1. The Client who does not fulfil or improperly fulfils the obligations arising from these General Terms and Conditions and the Agreements is obliged to compensate the resulting damages of Charlie works. The provisions of this article are generally applicable, both - if necessary additionally - with regard to subjects for which the obligation to pay compensation has already been arranged separately in these General Terms and Conditions, Assignments and/or other agreements and with regard to subjects for which this is not the case.
Article 15 - Client Rate
1. The Client Rate payable by the Client to Charlie works shall be calculated over the hours worked by the Temporary Worker and/or (if this number is higher) over the hours to which Charlie works is entitled pursuant to these General Conditions, assignments and/or other agreements and/or the surcharges owed by Charlie works to the Temporary Worker. The Client Rate plus the expense allowances owed by Charlie works to the Temporary Worker, as well as an ADV supplement in the event that the Temporary Worker is entitled to ADV, shall be charged to the Client. VAT is charged on the Client Rate and cost reimbursements. The transitional compensation is at the expense of Client. The recharging takes outflow, takeover and other factors into account that influence the eventual severance payment to be paid by Charlie works. The Client shall not claim any return and/or credit in this respect and waives this unconditionally in advance.
2. Charlie works is entitled to adjust the Client Rate during the term of the Assignment in accordance with, and with effect from, the date on which the change in question occurred, if the costs of the temporary work increase due to, for example, the following reasons:
- as a result of an amendment to the CAO or to the wages regulated by it or an amendment to the CAO and/or employment conditions scheme applicable at the Client's or to the wages regulated by it and/or an amendment to the Recipient's remuneration and/or pension costs;
- as a result of changes in or as a result of legislation and regulations, including changes in or as a result of social and fiscal legislation and regulations, the Collective Labour Agreement for Temporary Employees or any binding regulation;
- as a result of (periodic) wage increase and/or a (one-off) payment obligation arising from the Collective Labour Agreement, the collective employment agreement applicable to the Client and/or employment conditions and/or legislation and regulations.
3. If the Client objects to the adjusted Client Rate pursuant to paragraph 2 and/or Article 10, this will imply the Client's request to terminate the Supply, without prejudice to the Client's obligation to pay the adjusted rate until the moment the Assignment has been lawfully terminated.
4. Without prejudice to the above provisions, Charlie works shall be entitled at all times to index the Client Rate on 1 January of each year. This indexation shall be based on the increase of the CBS (Dutch Central Bureau for Statistics) CLA index per hour, including special payments, for personnel in the business services sector (SBI 2008) between the commencement date of the Assignment and the date of indexation of the Client Rate.
5. Every adjustment of the Client Rate will be announced by Charlie works to the Client as soon as possible and confirmed in writing to the client.
6. If the remuneration of Temporary Employees is set too low, Charlie works is also entitled to determine the remuneration retroactively and to adjust and charge the Client Rate accordingly retroactively. Charlie works can also charge the Client with the remaining costs if the Client has paid too little as a result.
7. If the Temporary Worker reports to perform temporary work at the agreed time and place, but is not enabled by the Client to commence the temporary work, or performs work for less than three hours, the Client shall be obliged to pay Charlie works the Client Rate calculated over three hours worked per call.
8. In the event of a On-Call Contract, the Client is obliged to inform Charlie works in writing of any change to a Call - including the (partial) cancellation thereof - in a timely and correct manner, i.e. more than four (4) calendar days before the change or cancellation, in default of which the Client is obliged to pay the changed or cancelled Call, including any statutory increase.
9. In the event of an On-Call Contract, Charlie works is obliged pursuant to Article 7:628a of the Dutch Civil Code to offer Temporary Workers a fixed number of hours equal to the average of one month over the preceding 12 months. Charlie works shall notify the Client thereof in a timely manner. If Charlie works is obliged to offer a scope of hours, or if fixed hours have been included in the deployment agreement in consultation with the Client, the Client shall have an equal obligation to hire the Temporary Worker for those hours. Fixed hours must always be paid by the Client, regardless of whether they have been worked. If Charlie works was unable to make a timely or correct offer as a result of circumstances within the Client's sphere of risk, the Client shall be liable for payment of any wage due to the Temporary Worker in this respect, including any statutory increase. The Client unconditionally commits itself in advance to pay for them in accordance with the applicable agreements.
Article 16 - Time Registration
1. Time registration is done in the manner agreed with the Client with due observance of these General Terms and Conditions, Assignments and/or other agreements.
2. If no method of time registration has been agreed, the time registration will be done by means of time sheets approved in writing by the client. The Client and the Charlie works may agree for time registration to be done by means of a time registration system, an electronic and/or computer system or by means of statements prepared by of for the Client.
3. The Client is responsible for a correct and complete time registration and is obliged to see to it that the details of the Temporary Employee included therein are stated correctly and truthfully, such as: name of the Temporary Employee, the number of hours worked, overtime, irregular hours and shift work, any other hours for which the Client Rate is due pursuant to these General Terms and Conditions, Assignments and/or other agreements, any surcharges and any costs incurred.
4. If the Client provides the time sheets, it shall ensure that Charlie works receives the time sheets immediately following the week worked by the Temporary Employee. The Client is responsible for the way in which the time registration is delivered to Charlie works.
5. Before the Client submits the time sheets, it shall give the Temporary Worker the opportunity to check the time sheets. If and to the extent that the Temporary Worker disputes the information contained in the time sheets, Charlie works shall be entitled to determine the hours and costs in accordance with the Temporary Worker's statement, unless the Client can demonstrate that the information it has stated is correct. At the request of Charlie works, the Client shall allow inspection of the original time records of the Client and shall provide the Client with a copy thereof.
6. If time registration is made on the time sheets provided by the Temporary Employee, the Client shall retain a copy of the time sheet. In the event of a discrepancy between the time sheet submitted by the Temporary Employee to Charlie works and the copy retained by the client, the time sheet submitted by the Temporary Employee to Charlie works applies as full proof, unless proof to the contrary is provided by the client.
Article 17 - Obligation of best efforts and liability Charlie works
1. Charlie works is obliged to make every effort to properly carry out the Assignment. If and insofar as Charlie works does not comply with this obligation, Charlie works is obliged to compensate the resulting damage to the Client in this regard to Charlie works, provided that the Client submits a written complaint as soon as possible, but no later than three months after the occurrence or the relevant damage becoming known, and demonstrating that the damage is the direct result of an attributable shortcoming on the part of Charlie works.
2. Any liability of Charlie works arising from the Assignment in respect of the Supply of a Temporary Worker shall be limited per event to the rate to be charged for the duration of the Assignment with a maximum of 3 months. The liability of Charlie works shall in any event be limited to €100,000 per calendar year and shall in no event exceed the amount covered by its insurance. A series of connected events shall be considered as one event.
3. Charlie works is in all cases not liable for indirect damage, including lost profit, missed savings, damage due to business stagnation, damage due to loss or damage to data or damage to reputation.
Article 18 - Intellectual and Industrial Property
1. Charlie works will, at the request of the client, send a written statement to the Temporary Employee to ensure - to the extent necessary and possible - that all intellectual and industrial property rights accrued to the results of the Temporary Employee's activities are (will be) transferred to the client. If Charlie works owes the Temporary Employee a fee or has to incur other costs in this regard, the Client will owe Charlie works the same fee or costs.
2. The Client is free to enter an agreement directly with the Temporary Employee or to make them sign a statement in respect of the intellectual and industrial property rights referred to in paragraph 1 of this article. The Client will inform Charlie works of its intention to do so and will provide Charlie works with a copy of the agreement/statement drawn up in this regard.
3. Charlie works is not liable to the Client for any fine or penalty forfeited by a Temporary Employee or any damage suffered by the Client as a result of the Temporary Employee invoking any intellectual and/or industrial property.
Article 19 - Confidentiality
1. Charlie works and the Client will not provide third parties with confidential information from or about the other Party, their activities and business contacts which came to their knowledge following an Assignment, unless - and insofar - provision of such information is necessary to the proper performance of the Agreement or if any statutory obligation to disclose such information rests on the Parties.
2. At the request of the Client, Charlie works will oblige the Temporary Employee to confidentiality on any information which came to their knowledge or awareness whilst carrying out the work, except in case a legal obligation to disclose such information rests on the Temporary Employee.
3. The Client is free to oblige the Temporary Employee directly confidentiality. The Client will inform Charlie works of its intention to do so and will provide Charlie works with a copy of the agreement/statement drawn up in this regard.
4. Charlie works is not liable for a fine, periodic penalty payment or any damage suffered by the Client as a result of a Temporary Employee's breach of confidentiality.
Article 20 - Billing and Payment
1. Invoicing is based on the time registration method agreed with the client.
2. Before the Client provides the time sheets it must give the Temporary Employee the opportunity to check them. If and insofar as the Temporary Employee disputes the information on the time sheets, Charlie works is entitled to determine the hours and costs in accordance with information provided by the Temporary Employee, unless the Client can prove that the details stated are correct. At the request of Charlie works, the Client will provide access to the client's original time registration and provide a copy thereof.
3. Unless otherwise agreed in writing, invoicing is done weekly.
4. The Client is at all times obliged to pay each Charlie works invoice within fourteen calendar days after the invoice date. The invoice has been paid when the full amount due has been received by Charlie works. Only payments made to Charlie works or a third party designated by Charlie works in writing shall have a releasing effect. If an invoice is not paid within the term specified, the Client shall be in default automatically from the first day after the expiry of the term for payment and shall owe interest of 1% per calendar month, whereby part of a month shall be counted as a full month.
5. If the Client disputes all or part of the invoice, it must notify Charlie works in writing within 30 calendar days of the invoice date, stating the reasons. After this period, the client's right to dispute the invoice expires. The burden of proof regarding timely dispute of the invoice rests on the client.
6. The Client is not authorised to sett off the invoice amount, irrespective of whether or not it disputes this, with a counterclaim, whether justified or not, and/or to suspend payment of the invoice.
7. All judicial and extrajudicial (collection) costs that Charlie works incurs as a result of the client's failure to fulfil its obligations under this article are borne entirely by the client. Compensation for extrajudicial costs is fixed at 15% of the principal sum due including VAT and interest (with a minimum of €250 per claim, unless Charlie works has demonstrably incurred more costs. This fixed compensation will be owed as soon as the Client is in default and chargeable without any further proof.
Article 21 - Special obligations with regard to identity and processing of personal data
1. The Client to whom a Temporary Employee is made available by Charlie works, will verify and establish the identity of the Temporary Employee in accordance with the applicable laws and regulations, including but not limited to the Foreign Nationals Employment Act (Wav), the Wage Tax Act and the Compulsory Identification Act. The Client will also comply with the administrative and retention obligations imposed on it.
2. With regard to foreign nationals, the Client expressly declares that it is familiar with the Foreign Nationals Employment Act, including, among other things, that the Client at the start of the work by a foreign national must receive a copy of the document referred to in Article 1 sub 1 to 3 of the Compulsory Identification Act from the relevant foreign national. The Client is responsible for thoroughly checking the aforementioned document and shall determine the identity of the foreigner based on this document and add a copy of the document to their records. Charlie works is not responsible or liable for any fine imposed on the Client in the context of the Foreign National Employment Act.
3. The Client explicitly declares that it is familiar with the applicable laws and regulations regarding the processing of personal data. Charlie works and the Client will enable each other to comply with the aforementioned legislation. The Client will in any case only use the personal data obtained through Charlie works for the purpose for which they were obtained, will not keep them for longer than permitted by law and regulations and will ensure adequate protection of this personal data.
Article 22 - Treatment of Temporary Employees
1. The Client and Charlie works shall not make a prohibited distinction based religion, beliefs, political affiliation, gender, race, nationality, sexual orientation, marital status, disability, chronic illness, age or any other reason. Client and Charlie works will only set requirements relevant to the position or take them into account when granting or performing the Assignment, and when selecting and dealing with Temporary Employees.
2. The Client is familiar with the Whistleblower Act and guarantees that the Temporary Employee will have access to the whistleblower policy in the same way as its own staff if the Client has such a policy or if it applies to it.
3. If the Client has a complaints procedure with regard to the treatment of employees, it will guarantee that the Temporary Employee will have access to this complaints procedure in the same way as its own staff. This only concerns complaints that do not concern employment by Charlie works, to the extent that there are no other legal obligations.
Article 23 - Obligations relating to the Posting of Workers by Intermediaries Act
1. The Client explicitly declares to know the contents of Article 8a of the Act on Posting of Workers by Intermediaries and allows the Temporary Employees to have equal access to the amenities or collective facilities in its business, especially canteen, childcare facilities and transport services, as its employed workers in equal or similar positions unless the difference in treatment is justified on objective grounds.
2. The Client explicitly declares to know the contents of Article 8b of the Act on Posting of Workers by Intermediaries and ensures that new vacancies within its company will be communicated clearly and on time to the Temporary Employees so that they have the same opportunities of a permanent Employment Contract as the company's own employees.
3. The Client expressly declares that it is explicitly familiar with Article 10 of the Act on Posting of Workers by Intermediaries. Charlie works is not permitted to make employees available to the Client or in the department of the client's company where there is a strike, lock-out or sit-down strike. The Client will inform Charlie works completely and on time about the intention, start, continuance or end of collective actions organised by the trade unions or impromptu actions, including but not limited to a strike, lock-out and sit-down strike. In the performance of its management and supervision of the Temporary Employee, the Client will explicitly not give any Assignments to the Temporary Employee, as a result of which Article 10 of the Act on Posting of Workers by Intermediaries will be violated. Such as, but not limited to, having Temporary Employees perform work that is normally performed by employees who are currently participating in the collective actions.
4. The Client expressly declares that it is explicitly familiar with Article 12 of the Act on Posting of Workers by Intermediaries. The Client will provide the temporary employment agency with timely and complete written or electronic information about the employment conditions before the commencement of the Posting and thereafter if necessary.
Article 24 - Privacy
1. In the context of the Assignment, the Client and Charlie works exchange personal data of (candidate) Temporary Workers and must both treat these with great care and confidentiality in accordance with the General Data Protection Regulation (AVG) and related laws and regulations. The Client shall never require Charlie works to provide information which it is not permitted to provide pursuant to the applicable laws and regulations. The Client itself is responsible for the further processing of the data provided to it by Charlie works and shall in any event only use the personal data obtained via Charlie works for the purpose for which they were obtained, shall not retain them for longer than permitted by law and shall ensure adequate safeguarding of these personal data.
2. The Client indemnifies Charlie works against any claim by (applicant) Temporary Employees of the Client or other third parties against Charlie works in connection with a violation by the Client of the provisions of this article. The Client will reimburse any associated costs incurred by Charlie Works.
Article 25 - Applicable Law and Choice of Forum
1. Dutch law applies to these General Terms and Conditions, Assignments and/or other agreements.
2. All disputes arising from or related to a legal relationship between the Parties will in the first instance be settled exclusively by the competent court of the district of The Hague, where the head office of Charlie works is located.
Article 26 - Final Provision
1. If one or more provisions of these General Terms and Conditions are invalid or destroyed, the remaining provisions in the General Terms and Conditions, Assignments and/or other agreements shall remain in force. The provisions that are not legally valid or cannot be legally applied will be replaced by provisions that are as close as possible in line with the scope of the provisions to be replaced.