Purchasing conditions

Keune Haircosmetics B.V. Koningsweg 15 3762 EA Soest

www.keune.com info@keune.com 

Further contact details

Are you not a supplier, but a customer of Keune? Read the General Terms and Conditions for Consumers here.

PART A – GENERAL

1. Definitions

2. The following definitions are used in these conditions:

Client: Any natural or legal person (i) who declares these conditions applicable, (ii) for whose benefit these conditions have been declared applicable, or (iii) who purchases the Supplier’s Performance.

Supplier: The Client's counterparty, capable of delivering the Performance.

Agreement: any agreement with the Supplier relating to the Performance.

Performance: the products and/or services to be delivered by the Supplier, including any associated designs, documentation or derivative deliverables.

1. General Provisions

2. These conditions apply to every Agreement and every Performance to be carried out by the Supplier, including the related quotation and negotiation process and all orders relating to the Performance.

3. These conditions consist of:

Part A - General;

PART B - Flexible labour;

PART C - Facility services;

PART D - ICT;

Part E - Logistics;  Part F - Performances of works, technical installation activities and/or maintenance.

1. Part A (General) always applies, with distinctions made where necessary between the supply of products and services. Parts B up to and including F apply supplementary to Part A and apply only if the Client purchases the relevant services. In case of any conflicts between Part A and one of the other parts, the provisions of the other part shall prevail for the relevant service to which that part relates.

2. Where these terms and conditions have been declared applicable for the benefit of multiple companies (including clients of a procurement organisation, participants in a procurement collaboration or other parties designated by the Client), only independent and separate relationships arise between the Supplier and each individual Client.

The (payment) obligations of a Client apply solely in relation to that individual Client. Clients are not jointly and severally liable for each other’s obligations.

1. The rights arising from the Agreement and these conditions apply to all Clients as an irrevocable third-party clause (Article 6:253 of the Civil Code), enabling them to exercise these rights directly against the Supplier as if they were themselves party to the Agreement.

2. Any general conditions or industry conditions applied by the Supplier do not apply, even if referenced in e-mails, invoices or other (digital) documents.

3. Any deviations from and/or amendments to these purchasing terms must be agreed in writing.

4. All parties shall finance any investments they make entirely themselves, including in the event that no relationship is established between the Supplier on the one hand and the Client on the other.

5. The Client is not obliged to purchase any minimum volume, nor to purchase any Performance from the Supplier on an exclusive basis.

6. Conclusion of the Agreement and amendments

7. Every quotation issued by the Supplier is free of charge and remains valid for at least three months, unless a longer period is stated in the quotation.

8. If the Supplier’s order confirmation deviates from the original order or request, the Client shall only be bound by it if it has expressly agreed to the deviation in writing.

9. The Client has the right to alter the scope and/or capacity of the Performance to be delivered by means of a notification to the Supplier. If, in the Supplier's opinion, a change affects the agreed fixed price and/or the agreed delivery date, the Supplier shall, before implementing such change, inform the Client thereof in writing as soon as reasonably practicable If, in the Client's opinion, these consequences for the price and/or moment of delivery are unreasonable, the parties shall consult with each other. Any changes that result from such consultations shall be agreed in writing.

10. The Supplier is not entitled to make or implement any changes with respect to the Performance without the Client's prior written consent.

11. Prices

12. All prices are stated in euros and are exclusive of VAT. The prices include all costs associated with the Performance and the Supplier’s obligations, such as taxes, levies and the Supplier’s travel and accommodation expenses.

13. The Supplier warrants that the prices as applied by it towards the Client do not or hardly exceed the sale prices of the performances provided by other suppliers that are equivalent in a qualitative sense.

14. The agreed price is fixed and cannot be increased unilaterally by the Supplier, unless a price increase has been agreed in writing.

15. Additional work

16. Additional costs and additional work do not qualify for compensation unless these arise from additional wishes on the part of the Client or from circumstances that should be for the Client's account and risk within reason. Activities in respect of which the Supplier could or should have foreseen that they would be necessary to deliver the Performance in accordance with the agreed in specifications are not considered to be additional work.

17. Additional Work is only compensated if the Client has issued a separate written order for it in advance.

18. The Supplier shall only commence the Additional Work after the Client has approved the written quotation referred to in the previous paragraph. These conditions also apply to the additional work.

19. Delivery of the Performance (general)

20. The Supplier delivers the Performance at the agreed location and at the agreed time or with the agreed term(s).

21. As soon as the Supplier knows or expects that the Performance cannot be delivered at the agreed moment or within the agreed term, the Supplier shall inform the Client immediately of the cause, the consequences and the possible measures to limit the delay and any losses. This does not alter the rights that accrue to the Client.

22. Unless otherwise agreed in writing, the Supplier may not deliver in parts.

23. Insofar as legally permitted, the Supplier waives any rights and powers to which it is entitled under the right of retention, the right of pledge or the right of reclamation.

24. Delivery of products

25. This article 7 only applies if and to the extent that the Performance consists of the delivery of products.

26. The transport of the products to be delivered by the Supplier to the agreed location is for the account and risk of the Supplier, including any import duties and taxes related thereto as well as other levies, unless agreed otherwise.

27. All products must be packaged properly and secured in such a manner that they reach their destination in good condition under normal transport. Partial deliveries are only permitted with the Client’s written consent.

28. The Client may require the Supplier to remove the packaging and packing materials supplied by the Supplier free of charge.

29. The Client becomes the owner of the goods as soon as the products delivered by the Supplier have been delivered at the agreed location and have been accepted by the Client. If payment of the products takes place prior to the delivery, the Client becomes the owner of the products as soon as payment has taken place.

30. The Supplier bears the risk of damage or loss of the products until the moment of acceptance by the Client or, if this is at a later moment, until the moment of actual delivery of the good at the agreed place of delivery. The risk does not pass to the Client as long as the Supplier has not complied with its delivery obligations (in full).

31. Provision of services

32. This article 8 only applies if and to the extent that the Performance consists of the provision of services.

33. The Supplier guarantees that the services to be provided to the Client shall be provided in an expert manner, in accordance with the latest state of the art and without interruption.

34. The Supplier shall be responsible and arrange for the auxiliary materials, employees and/or third parties to be deployed for the performance of the services.

35. The employees to be deployed by the Supplier in connection with the services to be provided must have the right qualifications, experience and knowledge as well as the diplomas or accreditation that are customary or are required by law. The Client may impose additional or specific requirements with respect to the employees deployed by the Client, such as the submission of a Certificate of Good Conduct.

36. If an employee is unable or, in the reasonable opinion of the Purchase, not suitable to perform the activities to be carried out in connection with the Performance, the Supplier arranges for timely and adequate replacement of that employee, without increasing the agreed rates or compensation in that connection.

37. Acceptance

38. If requested by the Client, the Supplier shall submit (parts of) the Performance for approval (acceptance) and the Supplier shall fully cooperate in this respect.

39. Rejected products or materials shall be available to the Supplier. If these rejected products are not collected by the Client within a reasonable term that has been set, these products can be sent back by the Client or destroyed for the account and risk of the Supplier.

40. Quality

41. The supplier warrants that:

42. the Performance complies the promised characteristics, the agreed specifications and conditions and/or the drawings, samples or models approved by the Client;

43. the Performance is free from defects and free from third-party rights;

44. the Performance complies with the applicable sectoral regulations, applicable legislation and regulations and safety requirements and is suitable for the purpose for which the Performance is intended;

45. it possesses the necessary expertise, certifications and resources to perform the Agreement to a high professional standard.

46. The Supplier warrants that all relevant items and information are included in the delivery, including documentation, parts, auxiliary materials, accessories, tools, spare parts, operating instructions and instruction manuals. This means that the Client is permitted to use and reproduce the information thus provided for its own use.

47. If the Performance does not comply with Article 10.1, the Supplier shall without delay, at its own expense, repair or replace the item, or remedy the defect or shortcoming, at the Client’s discretion and without prejudice to the Client’s other rights.

48. If the Supplier fails to comply with its obligations arising from this article or fails to do so fully or properly, the Client shall, after a reasonable period, have the right to replace or repair the Performance that was delivered for the account of the Supplier through the intervention of a third party engaged by it.

49. The Client may invoke article 10.1 during a period that is reasonable in view of the nature of the Performance, but which is not shorter than a period of two years after delivery and acceptance of the Performance. Articles 6:89 and 7:23 of the Civil Code do not apply.

50. Availability of spare and servicing parts

51. Insofar as the Performance consists (in part) of items for which spare or servicing parts are customary or necessary, the Supplier guarantees the availability of spare and servicing parts for the repair and maintenance of the delivered Performance, at reasonable prices and with customary discounts, for at least 10 (ten) years following the final delivery of the Performance under the Agreement.

52. Provision of information and inspection

53. At the Client’s request, the Supplier provides all information and reports the Client considers relevant within the context of the (performance of the) Agreement at the Client's request in the form and frequency prescribed by the Client.

54. The Client is entitled to demand a declaration from the Supplier's external auditor concerning the accuracy and completeness of the amounts invoiced to the Client or other information provided by the Supplier to the Client.

55. The Client has the right to perform an investigation into performance and quality of the Performance and compliance with the agreements concluded in that connection and the applicable conditions. The Supplier shall fully cooperate with the Client in this connection and with any qualified auditor that may be engaged by the Client for the audit and implements any points for improvement that have been identified for its own account.

56. Invoicing and payment

57. The Supplier is entitled to invoice following delivery and acceptance of the Performance that was delivered. Partial or advance invoicing is only permitted with the Client's prior written consent.

58. Invoicing takes place in the manner prescribed by the Client and must comply with the statutory requirements. Every invoice states the purchase or order number and is provided with a description of the Performance delivered to which the invoice relates as well as the other information required by the Client.

59. Payment of amounts owed by the Client takes places within 60 days after receipt of a correct invoice. If this payment term is not permitted by law, a payment term of thirty (30) days from receipt of the correct invoice shall apply.

60. The Client is entitled to require the Supplier to provide security to ensure the fulfilment of its obligations under the Agreement.

61. The Client and companies affiliated with the Client have the right to set off their claims against the Supplier against the claims of the Supplier against the Client or companies affiliated with the Client.

62. Non-payment by the Client of an invoice on the basis of a clear, substantive inaccuracy of that invoice or defects in the invoiced Performance shall not give the Supplier the right to suspend or terminate its Performance, in whole or in part.

63. Payment by the Client does not constitute a waiver of any right that accrues to the Client or acceptance of the Performance delivered by the Supplier.

64. Location regulations

65. If the Supplier performs work at a Client location, the Supplier shall comply with the instructions, house rules and rules of conduct applicable at that location. When performing the Agreement, the Supplier shall implement all security measures that are necessary and/or mandatory in view of the nature of the Agreement and in accordance with the generally accepted standards in the sector.

66. Liability and insurance

67. The Parties agree that liability shall be governed by the relevant provisions of the Dutch Civil Code.

68. The Supplier shall indemnify the Client against all claims and damage in connection with the delivery of the Performances by the Supplier, any failure to comply with the Supplier's obligations towards the Client and/or any wrongful act on the part of the Supplier.

69. Without prejudice to the provisions set out above, the Supplier must maintain adequate liability insurance throughout the term of the Agreement, providing a minimum cover of five million euros per incident. The Supplier submits a copy of the insurance policy to the Client at the Client's first request.

70. Chain Liability and the Labour Market Fraud (Bogus Schemes) Act when providing services

71. In the performance of the Agreement, the Supplier complies with applicable laws and regulations and any applicable collective labour agreement in relation to its employees. The Supplier lays down all agreements on terms and conditions of employment for the delivery of the Performance in a clear and accessible manner.

72. Upon request, the Supplier grants the competent authorities and/or the Client access to these agreements on terms and conditions of employment and cooperates in inspections, audits or salary validation, if required due to a request from the competent authorities, all of the above to the extent permitted by law (including data protection legislation).

73. The Supplier undertakes towards the Client:

74. to provide the Client, upon first request, with a copy of current statements from the Tax and Customs Administration regarding payment history;

75. to strictly comply with all instructions issued by the Client, including those relating to the identification of employees deployed by the Supplier at the Client’s premises, and to ensure that the relevant employees comply with them.

76. The Supplier is obliged to impose the obligations set out in Articles 16.1, 16.2 and 16.3 in full on all parties with which it enters into contracts for the purpose of performing the Agreement.

77. The Client is entitled, in cases determined by the Client, to withhold that part of the agreed compensation relating to wage tax, VAT and social security contributions from the amounts owed by the Client, and to pay these into a blocked account held by the Supplier within the meaning of the Chain Liability Act (G-account), or to pay them directly to the Tax and Customs Administration.

78. The Supplier indemnifies the Client against any claims arising from the Supplier’s failure to fulfil any obligation towards its employees, the Client or the Tax and Customs Administration.

79. Ownership of materials

80. All materials, moulds, software, source codes, designs (functional, technical and modelling), texts, descriptions, (technical) documentations, (administrative) data and the like related to the Performance are the property of the Client shall be retained by the Supplier with due care for a period five years or so much longer as required by the applicable statutory regulations. The Client hands the aforementioned materials over or destroys them at the Client's first request. After the aforementioned term has ended, the parties shall determine in mutual consultation what is to happen to these materials.

81. Intellectual Property Rights

82. All intellectual property rights that arise within the context of the Performance (also including design, images, drawings, sketches, models and offers), accrue to the Client at the moment of conclusion, unless expressly agreed otherwise in writing. To the extent necessary, the Supplier hereby transfers these rights to the Client in advance. If a further deed is required for the transfer of such rights, the Supplier hereby irrevocably authorises the Client to draw up and sign such deed on behalf of the Supplier. The transfer of intellectual property rights referred to in this article also includes a waiver of moral rights insofar as permitted by law.

83. If third parties are involved in the creation of the intellectual property rights referred to in Article 18.1, the Supplier warrants that any intellectual property rights belonging to such third parties are also transferred to the Client in accordance with Article 18.1.

84. To the extent intellectual property rights (or similar rights) form part of the Performance that are already held by the Supplier or its licensors at the start of the Agreement and were therefore not created specifically for the Client, the Supplier hereby grants the Client for no consideration with respect to those rights a non-exclusive, worldwide, irrevocable, unlimited, transferable and perpetual (sub)licence.

85. The Supplier indemnifies the Client against all claims related to infringement of any third-party right concerning the Performance that was delivered. This indemnity does not apply to materials made available to the Supplier by the Client.

86. In the event it is determined in or out of court that the use of (parts of) the Performance infringes third-party rights, the Supplier shall for its account and at the discretion of the Client:

87. acquire the right to continue to use the Performance on behalf of the Client;

88. replace the infringing part of the Performance with another non-infringing part; or

89. alter the Performance in such a manner that the infringement is ended with due observance of the requirements and specifications imposed by the Client.

90. Amendments and/or replacement in connection with article 18.5 must not result in the fact that the Client is limited in the possibilities for using (parts of) the Performance. If the Supplier is unable to realise one of the abovementioned solutions, the Supplier shall take back the Performance and compensate the price to the Client on the basis of the applicable new value, all of the above without prejudice to the other rights that accrue to the Client.

91. The Supplier is not permitted to use trademarks, trade names or logos of the Client or of companies affiliated with the Client without the advance, written approval of the Client.

92. Confidentiality and handling personal and other data

93. The parties are obliged to maintain the confidentiality of any information, specifications, drawings, know-how and other data provided by the Client, the confidential nature of which is known to them or should reasonably be known to them. The Supplier is not permitted to disclose the information referred to above to a third party in any way or use this information itself other than for the performance of the Agreement. The Supplier shall impose this obligation on its personnel and the third parties engaged by it.

94. The Supplier is only permitted to advertise or publish the fact that the Supplier delivers products to or performs services for benefit of the Client or to use the Client as a reference after it has obtained the express, written approval of the Client. The Client is entitled to withdraw any approval that has been granted.

95. If the Supplier uses, collects and/or lays down personal data within the context of the Performance, the Supplier shall comply with all applicable (European) legislation and regulations in the area of the protection of personal data. The Supplier shall sign a data processing agreement provided by the Client at the Client's first request in order to warrant the above.

96. The Client retains all rights and control over any (personal) data and any (derived) datasets collected by the Supplier in the course of the Performance. The Supplier shall take appropriate measures to protect this data against loss, disclosure or unlawful processing. The Supplier provides these data at the Client's first request in the format requested by the Client. The Supplier is not permitted to alter, use (other than in connection with the performance of the Agreement) or destroy this data or disclose it to any third party, without the prior approval of the Client.

97. Use of artificial intelligence (AI)

98. The Supplier may use artificial intelligence (AI) in performing the Performance only if and insofar as this is appropriate given the nature of the Performance and does not conflict with the Agreement, applicable laws and regulations, or the rights of the Client or third parties.

99. If AI is used for (a material part of) the Performance, the Supplier must inform the Client:

100. that AI is being used and for which components;

101. (at the Client’s request) of the main implications for quality, security and processing of (personal) data.

102. The supplier declares that the use of AI complies with applicable laws and regulations, including – where and to the extent applicable – the EU AI Act. Upon request, the Supplier shall provide the Client with such information and documentation as is reasonably necessary to demonstrate that the use of AI complies with those regulations, insofar as:

103. the Performance qualifies as high‑risk (or equivalent) under the AI Act, or

104. the Client reasonably requires such information for its own compliance or risk management.

105. The Supplier shall not use the Client’s input, output, prompts, log data or (personal) data processed in connection with AI for:

106. training or improving AI models;

107. use for the benefit of third parties (including other customers of the Supplier); or

108. public or external prompting/benchmarking, unless the Client has given prior written consent.

109. To the extent that AI output is based on input from the Client or is created in the context of performing the Agreement, such output shall be deemed part of the Performance. The Supplier shall treat the output as confidential information of the Client (insofar as confidential in nature) and may not use it for any purpose other than execution of the Performance.

110. The Supplier indemnifies the Client against any third-party claims attributable to the Supplier arising from the use of AI solutions or the output generated by them.

111. If the Client reasonably believes that the use of AI results in increased legal or security risks, the Parties shall consult and the Supplier shall implement reasonable mitigating measures (e.g. alternative processes, additional controls or limiting AI use), insofar as appropriate given the nature and scope of the Performance.

112. ESG

113. Environmental, Social & Governance (ESG) refers to all statutory and/or internationally recognised standards and requirements relating to environment, society and good governance, including the standards and requirements arising from the EU Corporate Sustainability Reporting Directive.

114. The Supplier declares and warrants that it shall comply with applicable legislation, ESG standards and other ethical and responsible standards of conduct, including, without limitation, norms relating to health and safety, fair labour (e.g. remuneration, working hours and conditions), human rights and trade controls (trade embargoes and sanctions).

115. The Supplier declares and warrants that it has refrained and shall refrain from (i) any act of corruption or bribery, such as directly or indirectly promising, offering, providing or accepting any improper financial or other advantage in connection with the delivery of the Performance, and (ii) pursuing any competitive advantage through fraud, misrepresentation or other unlawful means, and shall comply with competition laws.

116. The Supplier acts in an environmentally conscious and sustainable manner and is expected to contribute to the Client’s efforts to improve its ecological footprint by incorporating sustainability principles into its products and services. The Supplier shall continuously investigate and evaluate opportunities to improve environmental sustainability and provide all (reasonable) information regarding its environmental footprint and progress as required by the Client upon first request.

117. Upon the Client’s first request, the Supplier provides all (reasonable) cooperation, support, information and documents that the Client requires in order to comply with all reporting and disclosure requirements and standards under and/or arising from applicable legislation and/or ESG standards.

118. The Supplier ensures that it shall impose the provisions of this article on any subcontractors and all parties in the Supplier’s supply chain in connection with the Performance.

119. The Client has the right to amend the provisions of this article if necessary due to changes in ESG requirements, by means of written notice to the Supplier.

120. The Client may terminate the Agreement with immediate effect if the Supplier does not fully comply with this article.

121. Cybersecurity

122. The Supplier takes appropriate measures to manage cyber threats and limit their impact on its own business and that of the Client. If an incident occurs that may affect the Client’s systems or data, the Supplier informs the Client immediately and cooperates in recovery and mitigation.

123. The Supplier regularly reviews its security measures and adjusts them where necessary to counter new threats. Upon request, the Client may obtain insight into these measures and carry out checks to verify compliance.

124. Force Majeure

125. In the event of temporary or permanent force majeure, the Supplier shall be released temporarily or permanently from its obligations arising from the agreement. If the situation of force majeure has not ended within three weeks, the Client shall have the right to dissolve or terminate the agreement. In such cases, the Supplier is not entitled to compensation or reversal of Performance already delivered.

126. The term force majeure does in any event not include failure by a third party to comply (on time) with its obligations towards the Supplier; illness, unsuitability or lack of employees on the part of the Supplier or third parties engaged by the Supplier; or strikes within the Supplier’s business or within the business of third parties engaged by the Supplier.

127. Term, termination and cancellation

128. The Client has the right to terminate the Agreement (prematurely) with due observance of a notice period of one month without the Supplier being entitled to compensation unless the parties have concluded an agreement for a definite period expressly and in writing or have agreed a notice period other than as referred to below.

129. The Client has the right to terminate or cancel the Agreement with immediate effect, in whole or in part, without liability and without prejudice to the Client’s other rights, in the event of an acquisition of (part of) the Supplier’s business.

130. The Client and the Supplier each have the right to terminate or cancel the Agreement with immediate effect, in whole or in part, by written notice to the other party if:

131. the other Party fails to fulfil an obligation and does not remedy the failure within a reasonable period specified in a written notice of default;

132. the other party has been granted a suspension of payment or has been declared bankrupt;

133. the other parties ceases its business activities or liquidates its business.

134. Consequences of termination

135. In case of full or partial termination of the Agreement, irrespective of the cause thereof, the Supplier shall, free of charge:

136. provide the Client with information, documents and/or materials that were already developed by the Supplier on the basis of the Agreement as well as any information that is required for the further development thereof at the request of the Client;

137. provide all data processed by the Supplier for the Performance to the Client in a format determined by the Client, or enable the Client to store such data in a format determined by the Client within a reasonable period after termination of the Agreement; and

138. fully cooperate in the transfer to the Client of the activities performed by the Supplier within the context of the Agreement or to a third party to be designated by the Client, so that the continuity thereof is guaranteed.

In addition, the Supplier shall continue the delivery of the Performance at the request of the Client subject to the same conditions as laid down in the Agreement for a period of at most six months after the end of the Agreement so that a proper transfer is guaranteed.

1. Other provisions

2. The Client may ask the Supplier to use an IT tool for applying for offers, processing orders or the submission of invoices, in which connection the Supplier shall cooperate without charging any additional costs in this connection.

3. The Supplier is not permitted to transfer all or part of any rights and obligations arising from any agreement with the Client to a third or pledge them without the prior, written approval of the Client. This prohibition does not apply to the assignment or pledging of registered monetary claims as referred to in Article 3:83 of the Civil Code.

4. Notwithstanding any other provisions in these conditions, the Supplier is only entitled to engage third parties for the Performance with the Client’s prior written consent. The Supplier remains fully liable and responsible for (timely and correct) compliance with all of the Supplier's obligations towards the Client also after approval has been obtained.

5. If the Client is entitled to impose a penalty on the Supplier on any basis whatsoever, this penalty shall never replace any of the Client's other rights, such as the right to compensation or the right to performance.

6. If any provision of these conditions or any Agreement proves to be void or unenforceable pursuant to applicable mandatory statutory provisions, such shall not prejudice the validity of the other provisions.

7. Applicable law and disputes

8. These conditions and every Agreement are governed by Dutch law. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sales of Goods) is excluded.

9. Any dispute between the Supplier and the Client is submitted exclusively to the competent court in Amsterdam.

PART B – Flexible labour The provisions of this chapter apply supplementary to Part A of the Conditions in case the Supplier makes flexible labour available to the Client.

1. Definitions

2. In this Part B, the following definitions are used supplementary to the definitions included in article 1:

Flex Worker(s): Natural persons who are registered with the Supplier for the purpose of obtaining temporary work and concludes an (employment or temporary employment) contract to perform temporary work on behalf of, and under the direction and supervision of, the Client.

1. Management and supervision

2. With regard to the Flex Worker, the Client shall, when exercising supervision or management, and in relation to the performance of the work, act with the same degree of care as it is required to exercise towards its own employees.

3. If a Flex Worker suffers an accident at work or an occupational illness, the Supplier shall immediately notify the competent authorities and ensure that a report is drawn up without delay, setting out the circumstances of the accident or illness in such a way that it can be determined with a reasonable degree of certainty whether and to what extent the accident or illness resulted from the fact that insufficient measures to prevent such an accident or illness.

4. If the Flex Worker suffers damage in the performance of work for the Client, the Client is only liable insofar as the obligations under Article 7:658(1) of the Civil Code have not been met.

5. If the Flex Worker becomes incapacitated for work – regardless of the cause – the obligation to continue salary payment is fully for the Supplier’s account. The Supplier cannot recover these costs from the Client.

6. Requirements and replacement of Flex Workers

7. The Supplier warrants that its activities are carried out in an expert manner and it shall always make competent Flex Workers available to the Client who comply with the Client's applicable job profiles regarding education level, expertise and experience.

8. The Supplier ensures that each Flex Worker complies with all statutory requirements and permits in order to be permitted to work legally in the Netherlands. The Supplier declares expressly that it shall comply with its obligations pursuant to the Compulsory Identification Act (WID) and the Foreign Nationals (Employment) (WAV). The Supplier indemnifies the Client against all claims related to a failure on the part of the Supplier to comply with obligations as referred to in this article 30.

9. The Supplier instructs the Flex Workers to comply with the instructions and applicable internal rules of the Client. The Supplier imposes confidentiality obligations on Flex Workers in respect of all (business) information and data originating from or relating to the Client. In this context, the Supplier shall take all possible precautions to protect the Client’s interests.

10. The Supplier must ensure that copyright and all other intellectual property rights arising in connection with the Performance and vested in a Flexible Worker are transferred by that Flexible Worker to the Client free of charge.

The Supplier includes a clause to this effect in the agreements it enters into with Flex Workers for the benefit of the Client.

1. Upon the Client’s request, the Supplier arranges replacement of a Flex Worker as soon as possible if the Client is not satisfied with the performance, qualities or behaviour of the Flex Worker concerned.

2. Unless otherwise agreed in writing, and without prejudice to the other provisions of these conditions, the Client may terminate the assignment of a Flex Worker at any time, subject to a notice period of (i) one day, if the Flex Worker is employed under a temporary employment contract, and (ii) one week in all other cases.

3. The parties shall lay down separately and in writing the conditions for establishing a direct employment relationship by the Client with a Flex Worker in the absence of which the Client does not owe the Supplier a fee when establishing a direct employment relationship with a Flex Worker.

4. Hours not worked and on-call allowances

5. The Client does not owe any compensation for any period during which the Flex Worker does not perform any work, for whatever reason, including strike action or illness.

6. This paragraph applies only to Flex Workers working under an on-call agreement. Deployment under an on-call agreement is only permitted with the Client’s prior written consent. If the Client withdraws or changes the deployment within the applicable statutory and/or collective labour agreement on-call notice period, the Supplier may only charge the rate for the withdrawn/changed hours if the Flex Worker cannot be deployed elsewhere as a result and the Supplier confirms this immediately in writing and substantiates it upon first request. No charge applies if (i) the withdrawal/change is attributable to the Supplier, or (ii) the Flex Worker is deployed elsewhere or is reasonably deployable elsewhere. The Supplier specifies the charge (hours and rate) and provides relevant substantiation/communication upon first request.

7. Equal pay and employment conditions

8. The Supplier warrants that Flex Workers receive equivalent employment conditions and remuneration in accordance with applicable laws and regulations and the ABU collective labour agreement, based on a comparison of the total employment package for comparable roles within the Client’s organisation. The Supplier is responsible for the timely implementation of changes in the ABU collective labour agreement and for correct application of the information required for equivalence provided by the Client. The Client informs the Supplier in good time of relevant changes in the collective labour agreement or employment conditions applicable to the Client’s organisation. If the Client provides required information late, the Supplier may, where necessary, implement employment conditions and remuneration for Flex Workers retroactively. The Supplier provides the Client, upon first request, with proper substantiation (including calculations and applied assumptions) demonstrating compliance with this article, and cooperates with reasonable checks. The financial consequences of adjustments to employment conditions and remuneration for Flex Workers affecting the prices agreed between the Client and the Supplier, are agreed by the Parties in good faith and in writing. The Supplier provides the Client, upon first request, with proper substantiation (including calculations and applied assumptions) demonstrating compliance with this article, and cooperates with reasonable checks.

9. Additional requirements on the part of the Supplier

10. During the term of the Agreement, the Supplier is:

11. registered in the Commercial Register of the Chamber of Commerce as a company that makes temporary workers available under one of the following SBI codes: 78201 (Temporary employment agencies), 78203 (Job pools) or 7830 (Payrolling);

12. certified in accordance with NEN4400 and provides a copy of the certificate at the Client's first request; and

13. holds the SNA quality mark.

14. As soon as the Labour Provision Admission Act (Wtta) (or any subsequent legislation) enters into force and admission becomes required, the following shall apply in addition to the preceding paragraph: the Supplier: (i) is admitted to the lending market and authorised to provide labour, (ii) applies for admission in good time and maintains it throughout the term of the Agreement, and (iii) provides the Client, upon first request, with proof of (application for) admission and its validity status.

15. The Supplier informs the Client immediately in writing of any (intended) suspension, withdrawal, refusal or limitation of the NEN4400 certificate, the SNA quality mark and – once applicable – the Wtta admission. In such cases, the Client is entitled to suspend the further provision of Flex Workers and/or terminate or cancel the Agreement and/or relevant orders with immediate effect, in whole or in part.

16. Monitoring and administration

17. For each Flex Worker placed, the Supplier shall, in accordance with the applicable laws and regulations:

18. arrange for meticulous monitoring and recording of the personal data of Flex Workers, including diplomas, number and term of validity of the ID document, valid residence and work permit (for Flex Workers who are not of Dutch origin), which record can be accessed by the Client and/or the supervisory authorities if such is necessary.

19. in the case of cross-border deployment/secondment: ensure timely and accurate notification and provide the Client with the notification confirmation/reference and (where applicable) the A1 certificate before the start of the assignment, and notify the Client immediately of any changes;

20. conduct an interim check of the performance of the Flex Worker;

21. contact the Client concerning the final end date before expiry of the term of secondment of the Flex Worker that was agreed in advance.

22. The Client shall check in any event on the first working day of the Flex Worker at the Client whether the right person has registered on the basis of the person, his/her identity card and the information received from the Supplier.

23. The Supplier keeps a record of the copies referred to in paragraph 1(a) of this article. These copies are kept for the Client with due observance of the statutory retention period. Upon first request of the Client, the Supplier makes this administration accessible to the Client and/or supervisory authorities, insofar as permitted under the GDPR.

PART C – FACILITY SERVICES The provisions of this chapter apply supplementary to Part A of these Conditions in case the Client purchases Facility Services from the Supplier.

1. Equipment and use of areas

2. The tools, materials, machines and other equipment required in connection with the Performance come under the responsibility of the Supplier. These can only be used if the Client has agreed thereto in writing. Such use is for the account and risk of the Supplier.

3. The parties agree before the start of the Agreement which of the Client's mains services and areas the Supplier shall be permitted to use. The Supplier is obliged to keep the areas it uses clean and tidy.

PART D – ICT  The provisions in this Part D apply supplementary to Part A of these Conditions if the Performance consists (in whole or in part) of ICT services, software or hardware.

1. Definitions

2. In this Part D, ‘Performance’ means: the Performance insofar as it consists of or relates to software (including custom and standard software), ICT services (including cloud/hosting services such as SaaS/PaaS/IaaS), hardware, implementation, configuration, integrations, management, maintenance, support, updates/upgrades and the processing, storage or transfer of data in that context.

3. Delivery, documentation and acceptance

4. Unless otherwise agreed, the Supplier shall ensure a working implementation of the Performance at the Client, including the required configuration. For integrations with the Client’s systems or third parties engaged by the Client, this applies only insofar as the Client or the relevant third party meets the agreed preconditions, technical requirements and cooperation obligations in good time, and the relevant systems, data, access and interfaces are available and suitable. The parties may record dependencies, responsibilities and preconditions relevant to such integrations in writing.

5. The Supplier provides up-to-date user and technical documentation that is reasonably required for use, management, security and maintenance. Incomplete or out-of-date documentation shall be supplemented or corrected free of charge upon first request.

6. The Supplier ensures that the Performance functions in conjunction with the networks, systems, software and equipment used by the Client, insofar as necessary for a working implementation and the agreed use. The Supplier verifies in good time which information is required and actively requests missing information. The Supplier informs the Client immediately if any additional preconditions, dependencies or limitations apply or are likely to apply. Any necessary adjustments or provisions to ensure compatibility are at the Supplier’s expense and risk, unless the parties have agreed otherwise in writing beforehand.

7. Acceptance is based on acceptance criteria and a test procedure agreed in writing in advance. In the event of rejection, the Supplier must rectify the issues immediately and resubmit. If the Performance is still not accepted after this correction round, the Supplier is immediately in default and the Client may terminate the Agreement and/or the relevant order(s), in whole or in part, without prejudice to other rights.

8. Maintenance, updates and availability

9. The Supplier provides timely and correct maintenance of the Performance, including fixing errors, resolving malfunctions and performing updates and improvements.

10. Maintenance shall be performed in a manner that causes as little disruption as possible for the Client. If the Performance is temporarily unavailable, the Supplier shall inform the Client thereof in good time, or as soon as possible in case of urgent maintenance.

11. Updates and new versions may not negatively impact the functioning, security, compatibility or functionalities of the Performance as agreed at the start of the Agreement. If and insofar as reasonably possible, the previous version remains available or can be reverted to. The Supplier informs the Client in good time of relevant changes that may impact use, security or functioning of the Performance.

12. For Performances delivered as a service (including SaaS/PaaS/IaaS), all maintenance, updates and improvements are included in the fee paid by the Client for the service. For software delivered other than as a service, this applies only if and insofar as agreed in writing.

13. The Supplier is able to perform maintenance for at least 7 years after Delivery and Acceptance of software, at rates in line with market conditions.

14. Warranty and Service Level Agreement (SLA)

15. For three (3) months after Delivery of the Performance, or (if an acceptance test is agreed) three (3) months after Acceptance, the Supplier corrects free of charge all errors in the Performance reported by the Client during that period. The Supplier addresses any reported errors immediately.

16. A service level agreement (SLA) forms part of the Agreement only if and insofar as the Parties have explicitly agreed this in writing. The Supplier shall cooperate in establishing and updating the SLA. If no SLA is agreed, Performances delivered as a service (including SaaS/PaaS/IaaS) have a minimum availability of 99.9% per calendar month, excluding planned maintenance windows and events outside the Supplier’s control (such as force majeure).

17. Licences and usage / access rights

18. The Client shall be granted access to the Performance for the period specified in the Agreement. If no duration has been agreed, access is not limited in time (perpetual).

19. If access to the Performance is not based on an unlimited number of users, a flexible model applies: The Client may increase or decrease the number of users monthly, with the monthly fee adjusted proportionally to the actual number of users.

20. The Client’s use of the Performance is not tied to any specific equipment, systems, location or individuals.

21. The Client may permit third parties to use the Performance if this is necessary or useful for work performed on behalf of the Client. The Client is also entitled to transfer usage rights or make the Performance available to an affiliated company.

22. Quality and security

23. In addition to Article 10.1, the Supplier guarantees that the Performance:

24. does not contain any unwanted code;

25. remains stable and reliable under peak load in accordance with the agreed Specifications and service levels;

26. complies with industry-standard norms and security standards, including appropriate security standards (such as ISO 27001, SOC 2 or an equivalent level), insofar as relevant for the Performance.

27. The Supplier applies an authorisation policy based on the need-to-know principle and ensures that only persons who require access for the performance of the Agreement are granted access to the Client’s data or systems. Third parties shall not be granted access without the Client’s prior written consent. Immediately upon request, the Supplier must provide an overview of granted access rights and authorisations. The Supplier appoints a fixed contact point for information security and provides, upon request, an up‑to‑date overview of relevant security risks and measures for the Performance.

28. In addition to Article 22, the Supplier must report any incidents that (may) impact on the Client’s systems or data without delay and no later than within 24 hours. The Supplier provides an interim update within 72 hours and a final report with cause, impact and measures as soon as possible, and no later than within 30 days, insofar as reasonably available.

29. Processing and storage of the Client’s data take place within the EEA, unless otherwise agreed in writing and appropriate safeguards are in place.

30. If the Client (or a relevant affiliated company) is subject to applicable European cybersecurity legislation (such as NIS2), the Supplier implements additional measures and provides the information reasonably required to enable the Client to meet its obligations.

31. The Supplier periodically evaluates compliance with its security obligations under the Agreement and implements improvements where necessary. At the Client’s request, the Supplier provides up-to-date certificates, audit reports or statements demonstrating compliance with the requirements set out in this article.

32. Continuity

33. The Supplier ensures continuity of the Performance and has procedures in place to prevent and – if necessary – recover from disruptions, outages and data loss. The Parties may additionally agree on a Business Continuity Management plan.

34. The Supplier ensures adequate backup facilities for the Client’s data processed or stored under the Supplier’s management. The Supplier enables the Client to export such data from the Supplier’s environment in a format determined by the Client for its own backups. If the Performance consists of software delivered to the Client (other than as a service), the Client may make backup copies of the software and use these for failover in case of emergencies.

35. Upon request of the Client, the Supplier deposits with an independent third party the components reasonably required for the Client to continue the Performance (such as source code, configuration information, documentation and key information). The Client shall be granted access to the warehouse, without any further conditions, in the event of the Supplier’s bankruptcy, suspension of payments or an attributable failure on the part of the Supplier that materially obstructs continuity or recovery of the Performance.

36. Upon the Client’s first request, the Supplier provides an up-to-date description of the measures, procedures and facilities referred to in Articles 41.1, 41.2 and 41.3 and, also upon request, the Supplier shall demonstrate their operation.

37. Divestments and exit

38. If the Client sells, spins off or transfers (part of) its activities, the Supplier, upon request of the Client, continues delivering the Performance under unchanged conditions to the relevant entity and/or the acquirer for up to twelve (12) months, provided the acquirer agrees in writing to the provisions of the Agreement and these Conditions relevant to the Performance.

39. The Supplier provides all reasonably required cooperation for the transition (including, where relevant, transfer of data, documentation and access) to ensure business continuity. The volume of the Performance for the Client is adjusted accordingly, without any right to compensation for the Supplier.

40. In addition to Article 25, the Supplier provides, free of charge, all reasonably required cooperation for the technical transfer of the Performance to the Client or a third party designated by the Client upon termination or expiry of the Agreement, including (where relevant) access to export formats, backups, configurations and settings, as well as deployment of employees with relevant technical expertise. At the Client’s request, the Parties shall draw up and implement a transfer plan.

41. If (parts of) the Performance depend on third parties (such as licences, platforms or accounts), the Supplier makes maximum efforts to enable transfer or continuation for the Client or a successor party under at least equivalent conditions.

PART E – LOGISTICS  The provisions of this Part E apply supplementary to Part A of these Conditions in case the Performance consists exclusively of logistics services.

1. Goods

2. The Supplier acknowledges that all goods it holds at any time in connection with execution of the Agreement (the ‘Goods’) are and remain the property of the Client. The Supplier waives any retention right, right of pledge or right of reclamation with respect to the Goods and ensures that any third parties involved in the Performance do the same.

3. The Supplier manages the Goods with the utmost care and takes adequate measures to prevent damage and theft. The Supplier processes the Goods only for execution of the Performance and never uses them or makes them available to any third party other than in connection with execution of the Agreement.

4. The Supplier informs the Client immediately if third parties assert claims on the Goods, for example by imposing attachment.

5. Provisions in these conditions relating specifically to the delivery of products (such as Article 7) do not apply to the Goods.

6. Applicable legislation, regulations and industry conditions

7. Only provisions from (inter)national transport conventions, logistics legislation and/or industry conditions apply to the Performance insofar as legally mandatory (jus cogens). In such cases, these conditions apply only to the extent they do not conflict with mandatory law.

8. Additional industry conditions, terms or arrangements (including, but not limited to, the AVC, FENEX Conditions, Logistics Services Conditions, Physical Distribution Conditions and the Warsaw/Montreal Convention) apply only if the Parties explicitly agree this in writing in the Agreement, subject to any deviations or amendments included therein.

9. Storage

10. If the Performance to be delivered by the Supplier consists of storing goods for the Client, the following additional conditions apply:

11. The Supplier ensures adequate storage facilities that meet requirements for safety, climate control and access security. The Supplier provides information on compliance with these requirements upon first request of the Client;

12. The Supplier is liable for loss, theft or damage of the stored goods, unless such damage lies outside its sphere of influence; and

13. The Supplier is required to take out insurance covering the Client’s stored goods against the risks mentioned above, unless explicitly agreed otherwise in writing.

PART F – PERFORMANCE OF WORKS, TECHNICAL INSTALLATION ACTIVITIES AND/OR MAINTENANCE  The provisions of this part F apply supplementary to Part A of these Conditions if the Performance concerns the performance of (technical installation) works and/or the maintenance thereof.

1. Definitions

2. In this Part F, the following definitions are used supplementary to the definitions included in article 1:

Auxiliary Materials: tools, equipment, auxiliary material, auxiliary substances, auxiliary works and other tools required for the execution of the Performance and the performance of the necessary assistance activities. Object: the good, installation or another object in respect of which the Supplier performs or shall perform maintenance activities on the instructions of the Client. Provisional Sum: sums of money indicated as such as in the agreed budget and against which sums expenses further described in the budget are charged.

1. In this Part F, the term 'Supplier' as defined in article 1 can also include a 'contractor'.

2. Administration

3. The Supplier is obliged to deliver the Performance in accordance with the drawings to be provided by the Client. The Supplier is obliged to comply with the orders and instructions issued to it by the Client.

4. The obligations of the Supplier also include:

5. the delivery of the required building materials and the performance of the necessary activities;

6. making Auxiliary Materials available;

7. payment of municipal levies on encroachments in, on or above public land, the costs of connecting auxiliary pipes and the like.

8. The manner in which the Performance is delivered must be such that neither the Client nor third parties have to fear nuisance needlessly.

9. In the event objects of substances are found during the delivery of the Performance in respect of which it may be considered within reason that these could cause damage to persons, goods or the environment, the Supplier notifies this to the Client immediately. What is more, the Supplier immediately implements the security measures required by the circumstances, if possible in consultation with the Client.

10. The Supplier shall inform the Client immediately in writing in the event of dangerous situations, risks, near-accidents or accidents.

11. The Client has the right to appoint one or several third parties to be engaged by it as the party/parties charged with conducting the management of the performance.

12. Knowledge of the Supplier

13. Prior to the performance of the Agreement, the Supplier shall familiarise itself with all relevant facts and circumstances - including the location of cables and pipes - on the site and/or in the buildings where the Performance is carried out.

14. The Supplier is considered to be familiar with the applicable statutory regulations and government decisions that are relevant to the delivery of the Performance. The consequences related to compliance with these regulations and decisions are for the account of the Supplier.

15. Auxiliary materials

16. The Supplier is responsible for the transport, correct receipt and storage of Auxiliary Materials.

17. The Supplier guarantees that all Auxiliary Materials are maintained properly and approved in accordance with the applicable standards and requirements.

18. Location

19. The Supplier is obliged to keep the areas it enters in connection with the performance of the activities or where the Performance is delivered, clean and tidy at the end of every working day and after the activities have ended. Waste and packaging materials are removed by the Supplier immediately upon arising, at its own expense and risk.

20. Planning

21. Unless agreed otherwise, delivery of the activities performed by the Supplier takes place on the date indicated by the Client and in accordance with the Client's work plan.

22. In the event the speed of construction or amended sequence of the activities renders an adjustment of the work plan desirable, the Supplier shall be obliged in accordance with this amended work plan to comply with its obligations pursuant to the Agreement without such leading to any additional entitlement to additional payment, reimbursement of costs or compensation. Waiting times are not reimbursed.

23. Acceptance

24. The Performance shall only be deemed to have been delivered once the Client has inspected and approved the work in writing, any remaining items or defects have been remedied to the Client’s satisfaction, and the Client has declared in writing that the Performance executed by the Supplier is delivered. If the Client rejects the Performance, the Client shall notify the Supplier thereof while stating the reasons.

25. In case of rejection by the Client, the Supplier shall immediately repair or replace the goods that have been rejected, without the Supplier being entitled to any additional compensation and without prejudice to the Client's right to compensation of the loss sustained by it.

26. Maintenance

27. If the Performance also consists of maintenance, the Supplier shall also arrange for remedy of defects in the Object and the resolution of breakdowns, both preventatively and correctively.

28. The Supplier shall remedy defects and breakdowns during the defects liability period at the Client's first request free of charge and with due speed. If the parties agreed service levels concerning the performance of maintenance, the Supplier warrants that these service levels are complied.

29. The Supplier is responsible for timely execution of preventive maintenance on technical installations to ensure proper functioning. If preventive maintenance is not performed in time, the Client retains the right to have repair work carried out by third parties at the Supplier’s expense.

30. Placing advertising

31. Placing its name, advertising or other communications by the Supplier on fences or elsewhere on the work site is only permitted following written consent thereof by the Client.

32. Compensation

33. If the sum of expenses charged to a Provisional Sum proves to be higher or lower than the amount of that Provisional Sum, the deviation shall be set off following written approval thereof by the Client and with due observance of the following:

34. Prices on the basis of delivery carriage paid at the work site when purchasing building materials;

35. The hours actually worked and the hourly rate agreed between the parties apply when performing the activities;

36. The supplier is not entitled to apply a surcharge to the fees referred to under (a) and (b).

37. The costs at the construction site for general layout, care and implementation are not set off separate, but are considered to be included in the agreed compensation.