Terms & Conditions

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Tergos B.V.

Terms and conditions

GENERAL TERMS AND CONDITIONS VIBE GROUP - CLIENT
Our Services and our cooperation

We provide the following Services and then like to work together as follows:

  • secondment: providing Professionals who carry out work under your direction and supervision.
    For this Service, we enter into a contract for services under which Vibe Group provides you with an employee.

  • temp-to-perm (Temporary-to-Permanent): providing Professionals who carry out work under your direction and supervision, whereby you intend, at the start of the Secondment, to employ the secondee after a minimum agreed secondment period.

  • recruitment & selection: finding, selecting and recommending a suitable Candidate with whom you directly enter into an employment contract.

    For this Service, we will enter into a contract for services under which Vibe Group carries out recruitment & selection work.

  • independent Professional Deployment: we help you with all your I(C)T related issues and projects, working with other highly qualified service providers (such as Independent Professionals).

    This Service consists of providing advice and guidance on all your I(C)T issues and challenges. Unlike a Secondment, the Work is not carried out under your direction and supervision. For this Service, we will enter into a contract for services that sets out the arrangements under which we will assist your organisation.

Secondment explained

Many arrangements about our cooperation relate to the specific nature of seconding personnel. An understanding of the specific nature of this contributes to an understanding of the conditions that apply to it. For that reason, you will find a brief explanation below.

When a Vibe Group employee (referred to in these terms and conditions as a "Professional") is seconded, you are the Client. The Assignment consists of providing a suitable Professional to carry out Work under your direction and supervision.

Direction & supervision

Given that the Professional will be working at your company, but with Vibe Group being the employer, as such we depend on you for many things. These include, for example, rules on working hours, working conditions and safety in the workplace. Given that you are the only one who can influence those matters, Vibe Group cannot be responsible for them.

Another consequence of you providing direction and supervision is that Vibe Group does not have any influence on the quality of the Work the Professional carries out and or the mistakes he/she may unexpectedly make. Vibe Group is not, therefore, responsible for those consequences either.

We assume that you will instruct, supervise and treat the Professional just as you would your own employees. What you can expect from Vibe Group, however, is that we look for suitable Professionals who meet the set qualifications and that we comply with all laws and regulations concerning the Secondment of staff. We will relieve you of all this.

Remuneration of the Professional

It is important to Vibe Group to treat our Professional fairly. This means, among other things, that the Professionals are paid the same as your own employees carrying out similar work. In this regard, Vibe Group adheres to the provisions of the Placement of Personnel by Intermediaries Act (Wet allocatie arbeidskrachten door intermediairs, "Waadi").

To be able to do this, Vibe Group relies on the information you provide. We count on that information being complete and accurate.

Independent Professionals

Employment contract law does not play a role in the Deployment of an Independent Professional.

Vibe Group is your contract partner and there is no legal relationship between your company and the Independent Professional. In this case, the Independent Professional is an independent contractor. This has implications for your collaboration with the Independent Professional. For example, whilst you may give instructions about the result to be obtained from the Work, you may not give instructions about how the Work is to be carried out. That is actually where the Independent Professional's expertise lies.

The Work the Independent Professional carries out may, of course, be discussed and assessed (during the course of the Independent Professional's work), but it is not possible to conduct a performance review like you do with your own employees. The Independent Professional will not use the HR systems you use for your employees either.

Put briefly, the way of working with an Independent Professional is the same as with any other professional service provider.

What does it cost?

The Rate charged by Vibe Group is transparent and will be agreed with you in advance. In the case of the Secondment of Professionals, the Rate is - as a result of laws and regulations - partly based on information provided by you in the context of the intended Deployment. Therefore, if that information is or turns out to be incorrect, if it changes during the Deployment, or changes as a result of legislation or regulations, the Rate may also change. Such changes will naturally be proportionate to the change in these external variables.

If the Rate is based on time spent, you are responsible for checking, if necessary adjusting, and approving the hours worked on time. If the hours are not approved on time then we will assume that they are correct.

The terms and conditions

What do these terms and conditions apply to?

  • These terms and conditions are divided into the following sections:
    A - secondment of Professionals (including Temp-to-Perm)
    B - recruitment & selection
    C - deployment of Independent Professionals
    D - general provisions (applicable to all Vibe Group Services).

  • These general terms and conditions also apply to all offers, quotations, Assignments and other agreements between Vibe Group and the Client and to all agreements with the group companies of Vibe Group referred to in these terms and conditions.

  • If a provision in these terms and conditions applies to specifically defined Services, that provision will take precedence over a general provision if there is any inconsistency.

  • Provisions included in these terms and conditions may be derogated from if this is agreed in writing in the Assignment between Vibe Group and the Client. A derogation from one provision does not affect the other provisions.

  • Terms and conditions used by the Client do not apply and are expressly rejected.

what does everything mean?

In these terms and conditions, the capitalised terms listed below have the meanings set out next to them.

'Employment Relationship':

an employment contract or a contract for services between the Client and the Candidate or Professional, which includes (i) a public service appointment, (ii) hiring the Candidate through a third party, and (iii) an employment relationship with a third party designated by or affiliated with the Client;

'Secondment':

Vibe Group providing one of its employees to the Client to carry out Work under the Client's direction and supervision;

'Temp-to-Perm':

the arrangements agreed in the Secondment Assignment as described in Article 9 of these general terms and conditions;

'Services' or 'Service':

the services or service provided by Vibe Group as described in the Assignment Confirmation;

'Digital Processes':

the technical resources used by Vibe Group to provide its Services and to which the Client gains (direct or indirect) access in this context, like, for example, internet portals, (interactive and other) websites, computer systems, time recording systems, software, links (api's), applications (apps) and email;

'Deployment':

the placement of a Candidate or (Independent or other) Professional with the Client;

'Professional':

any Vibe Group employee who Vibe Group provides to the Client to carry out Work under the Client's direction and supervision (or who is recommended for this purpose) as referred to in Article 7:690 of the Dutch Civil Code ("DCC");

'Candidate':

any person who has been introduced to the Client with a view to a Service or with whom a (potential) Client has come into contact through information provided (directly or indirectly) by Vibe Group;

'Assignment':

the assignment within the meaning of Article 7:400 DCC, whereby Vibe Group, as the contractor, provides Services and/or carries out Work on the Client's instructions;

'Assignment Confirmation':

the document containing the Assignment;

'Client':

Any natural or legal person with whom Vibe Group enters into an agreement to provide Services;

'Party':

the Client or Vibe Group;

'Parties':

the Client and Vibe Group jointly;

'written' or 'in writing':

in writing or by means of electronic message(s), (including by email or Digital Processes);

'Rate':

the rate Vibe Group charges for Services (excluding VAT);

'placement':

the provision of Professionals to carry out Work during a Deployment under the direction and supervision of the Client or a third party designated by the Client as provided for in these terms and conditions;

'Vibe Group':

Vibe Group Contracts B.V., with its registered office in Amsterdam and its principal place of business there at Gustav Mahlerplein 76, 1082 MA, registered with the Chamber of Commerce under number 64057569 and/or one of the group companies within the meaning of Article 2:24b DCC;

'Work':

the work described in the Assignment Confirmation;

'Independent Professional':

a person who, on the basis of a contract for services, provides services in the field of I(C)T in the broadest sense by virtue of a profession or a business (regardless of the legal form), and does so at his/her own account and risk and without being directed and/or supervised by a third party and who thereby qualifies as an 'entrepreneur' for income tax purposes.

These terms may be used both in the singular and the plural without That affecting the meaning. If a reference is made to one particular gender, it includes any gender identity.

A - Secondment

1.      Secondment Assignment

1.1         Vibe Group will observe the care of a good contractor in carrying out the Assignment and will use its best efforts to carry out the Assignment carefully and independently. This will accord with the Assignment Confirmation and the arrangements and procedures set out in these terms and conditions.

1.2         Vibe Group endeavours to ensure that the Professional's competence will, as far as possible, be in line with the agreed Work described in the Assignment Confirmation.

1.3         The Client will reasonably cooperate in carrying out the Assignment properly and will provide Vibe Group with all the relevant information prior to the commencement of the Assignment, including an accurate description of the job, job requirements, working hours and times, Work, place of work, working conditions and the intended duration of the Assignment as well as all applicable employment terms as referred to in Section 12a Waadi.

1.4         When carrying out the Work, the Professional will report to a contact person designated by the Client. Regular progress meetings between the Client, the IT Professional and Vibe Group will take place in joint consultation. All Parties will ensure that these meetings take place.

1.5         Vibe Group has the right to withdraw or replace a recommended Professional with another qualified Professional. This replacement may only be rejected by the Client in writing and on reasonable grounds if the replacement Professional does not meet the specified job requirements.

1.6         Vibe Group is always entitled to propose to replace the Professional due to its business and/or personnel policies, to safeguard employment opportunities or to comply with laws and regulations (in particular the Dismissal Decree (Ontslagbesluit)). This proposal may only be rejected by the Client in writing and on reasonable grounds.

1.7         If the Professional is replaced by another Professional, the remuneration of and the Rate for the replacement Professional will again be determined by mutual agreement based on Article 3 of these general terms and conditions.

1.8         The Client may not have the Professional carry out work other than the Work and/or have the Work located outside the Netherlands without Vibe Group's prior written consent. It is not permitted to have the Professional carry out work/the Work under the direction and supervision of third parties ('on loan') without Vibe Group's prior written consent.

1.9         The Client may not temporarily suspend the Professional's employment, in whole or in part, without Vibe Group's prior written consent, unless there is a force majeure situation within the meaning of Article 6:75 DCC.

1.10      The Client confirms that it is aware of:

  • the obligation to provide the Professionals working for it with equal access to company facilities or services provided by the company (in particular the canteen, childcare and transport facilities) that employees in similar or equivalent positions employed by the company have (Section 8b Waadi);

  • the fact that Vibe Group is not permitted to provide Professionals to (that part of) the Client's business where there is a strike, lockout or a sit-in (Section 10 Waadi). The Client will inform Vibe Group in a timely and complete manner about (expected) union-organised or unorganised collective actions.

 

2.      Commencement date and duration of the Secondment Assignment

2.1   The commencement date and duration of the Assignment is included in the Assignment Confirmation. If no term has been agreed, the Assignment will be for an indefinite period and either Party may terminate the Assignment subject to a notice period of one (1) calendar month.

2.2   If there is a fixed-term Assignment, the Client will inform Vibe Group, no later than 5 weeks before the end of the Assignment, whether, and if so for what duration, it wants to continue or extend the Assignment.

2.3   If the Work is continued after the initial term or any subsequent extension, this will be deemed to be a tacit extension of the Assignment for a period of one (1) month. In the event of a tacit extension, the Assignment may be terminated in the interim at the end of the month subject to one (1) month's notice. Any other arrangements that have been made will continue to apply.

2.4   The Assignment will end by operation of law if the employment contract or agreement between the Professional and Vibe Group ends and this employment contract or agreement is not subsequently continued for the benefit of the same Client, unless the Professional is replaced within 14 days or within a period to be determined by the Parties.

 

3.      Job and remuneration

3.1         Prior to the commencement of the Assignment, the Client will, at Vibe Group's request, provide the following information which is necessary for it to comply with its obligations under the Waadi (Sections 8 and 12a Waadi):

(i)            a description of the job the Professional will perform;

(ii)           the job requirements associated with it;

(iii)         the corresponding salary level (grade and step);

(iv)         additional employment terms (including allowances) and conditions.

3.2         Although the Professional is remunerated on the basis of Vibe Group's employment terms, the information referred to in paragraph 1 is essential for Vibe Group to verify the application of the Waadi. For this reason, the Client should notify Vibe Group immediately of the following situations:

(i)            changes or additions to the information listed in paragraph 1 of this article; or

(ii)           an incorrect job description compared to the job actually performed by the Professional.

3.3         The Client is not permitted to modify the Work and/or working hours unless it has Vibe Group's prior written consent for this.

3.4         Unless otherwise agreed, Vibe Group is entitled to include in the Rate any supplements the Client applies to its own staff for overtime, shift work, work at particular times or on particular days (including holidays) and/or shifted hours. This applies to the hours worked by the Professional.

 

4.      Working times and hours

4.1   The Client is responsible for ensuring that the Professional's working hours and times comply with laws and regulations.

4.2   Before the Assignment starts, the Client will inform Vibe Group about any potential business closures during the term of the Assignment and the Client will always inform Vibe Group, no later than 4 weeks in advance, if there is to be a business closure. If the Client fails to do this then Vibe Group is entitled to charge the Rate for the duration of the business closure as though the Professional had been working.

4.3   During the Assignment, the Professional will be given the opportunity to take accrued holidays and leave.

4.4   If the Professional is unable to carry out the agreed Work for 14 or more consecutive days due to illness, the Parties will mutually agree on the consequences of this for the Assignment.

4.5   The Client will allow the Professional to break off from the Work, if that is determined on the basis of the Working Hours Act (Arbeidstijdenwet) and/or Working Conditions Act (Arbeidsomstandighedenwet).

 

5.      Direction, supervision, safety

5.1   The Work is to be carried out under the Client's direction and supervision.

5.2   The Client is responsible and liable for the Professional as it is for its own personnel. The Client indemnifies Vibe Group in this regard against claims by the Professional and/or third parties.

5.3   The Client is obliged to ensure that the Work is carried out in accordance with the Working Conditions Act. To this end, the Client will provide Vibe Group and the Professional - before the Work begins - with a document containing the specific characteristics of the workplace. The Client will provide information, as it does to its own staff, regarding the Risk Inventory and Evaluation (RIE) or similar regulations used within its company.

5.4   The Client will take such measures and provide such instructions as are reasonably necessary to prevent the Professional from suffering harm when carrying out the Work. The Client is aware of the liability referred to in Article 7:658(4) DCC. The Client indemnifies Vibe Group against the claims by/entitlements of the Professional referred to in this paragraph and will reimburse Vibe Group for all related costs it reasonably incurs.

6.      Rate

6.1         The Rate is included in the Assignment Confirmation. Rates quoted do not include VAT. The Client cannot derive any rights from fees charged in the past.

6.2         The Rate is owed for the agreed hours. As far as the definition of "overtime" is concerned, this is in line with the definition the Client uses in its own organisation.

6.3         The Rate will not be payable if the Professional has not been at work due to a holiday, being incapacitated for work or due to another cause not attributable to the Client.

6.4         Hours spent on specific training or work instructions at the request or on the instructions of the Client will be charged to the Client.

6.5         Unless otherwise agreed, supplementary factors and allowances that Vibe Group owes to the Professional will be charged separately. VAT will be charged on the Rate, supplements and expenses.

6.6         Vibe Group is entitled to adjust the Rate during the term of the Assignment if:

(i)                the information referred to in Article 3.1 changes or is incorrect (as a result of which Vibe Group is obliged, under laws and regulations, to adjust the Professional's remuneration);

(ii)               the Professional's costs increase as a result of changes in or due to laws and regulations, including changes in or due to social security and tax laws and regulations.

6.7         An adjustment to the Rate will apply from the time the circumstances that led to a Rate adjustment take effect. Vibe Group will provide the Client with a substantiated notice of any adjustment to the Rate. 

 

7.      Tax and contribution obligations (Secondment)

7.1   Vibe Group will take care of the payment of payroll taxes due in respect of the Professional's Secondment.

7.2   If, with respect to the Professional's Work, the Client is confronted with one or more additional assessments of wage tax/social insurance contributions or one or more revised assessments of employee insurance premiums or one or more revised assessments of contributions for industry schemes on the basis of a private-law or fictitious Employment Relationship, the Client will, in consultation with all those involved and at the expense of all those involved (each for an equal part), contest the assessments referred to here, including interest and possible increases.

7.3   If one or more of the assessments referred to here are irrevocably established, Vibe Group will assume the Client's total financial loss unless the aforementioned assessments are the result of the Client's acts or omissions.

7.4   The total financial loss is hereby defined as the total amount of the additional assessment(s) or revised assessment(s) or invoices that have become irrevocable, including statutory interest and recovery interest in connection with a possible deferral of payment.

 

8.      Participation

8.1   The Client confirms that it is aware of its obligations under the Works Councils Act (Wet op de Ondernemingsraden, "WOR") and that it will comply with them in a timely and complete manner with respect to the Deployment of the Professional.

8.2   If the Client needs to inform an employee participation body about the (expected) Deployment of (a) Professional(s), Vibe Group will provide information to that effect, but it will not go beyond what is required by the WOR.

8.3   Professionals accrue participation rights with the Client's participation body after 15 months of working for the Client. The Client will provide Professional(s) who is/are (a) member(s) of the Client's employee participation body with the opportunity to exercise those rights to employee participation. If the Professional exercises the right to employee participation in the Client's company, the Rate will also be owed for the hours during which the Professional carries out activities connected to employee participation during working hours or when he/she takes a course about exercising those rights.

 

9.      Temp-to-Perm

9.1   There is a Temp-to-Perm construct if it has been specifically agreed, for the Secondment Services, that an Employment Relationship may be entered into by the Client after the Secondment has lasted a minimum period of 1,800 hours (hours worked by the seconded Professional) as included in the Assignment Confirmation. After this period, no ban on taking over personnel, as contained in these general terms and conditions, will apply.

9.2   The Secondment may not be terminated early if the arrangements relate to Temp-to-Perm, except in the cases included in section D of these general terms and conditions.

9.3   The Client will immediately inform Vibe Group if an outline agreement has been reached with the Professional (i.e. prior to the actual signing of an employment contract). The penalty under Article 25.1 will continue to apply.

9.4   In a Temp-to-Perm construct, the Client does not owe Vibe Group anything for entering into an Employment Relationship with the Professional.

9.5   The Client confirms that it is aware of the laws and regulations on successive employment and all obligations arising therefrom, and it accepts them. The Client is responsible for researching and evaluating the Professional's employment history. To the extent permitted under laws and regulations, Vibe Group will provide information about this employment history at the Client's request. Because Vibe Group relies on the Professional for this, it cannot guarantee that it will be accurate and complete.

 

B - Recruitment & selection

10.   General

10.1 Vibe Group will observe the care of a good contractor in carrying out the Assignment for Services that consist of recruitment & selection and will use its best efforts to carry out the Assignment carefully and independently. This accords with the agreements and procedures set out in the Assignment Confirmation.

10.2      Unless explicitly agreed otherwise, Vibe Group is the exclusive contractor for the recruitment & selection Services for the job for which the Candidate is to be recruited.

10.3      The Assignment Confirmation will at least include:

  • the duration of the Assignment;

  • the Rate;

  • a description of the job for which the Candidate is to be recruited and selected;

  • the purpose of the recruitment & selection;

  • the knowledge and skills profile desired by the Client;

  • the desired qualifications for the job;

  • (an indication of) the employment terms (primary and secondary), other emoluments, working hours and times, the Work, the employment location and working conditions;

  • other matters which, in the Client's opinion, are relevant to the recruitment and selection of the envisaged Candidate.

10.4      The Client will (proactively) inform Vibe Group about any changes to the foregoing information and provide additional information that may be deemed to be relevant to the Services.

10.5      Vibe Group endeavours to recruit and select, to the best of its ability and on the basis of the information provided by the Client, within the time limits set out in the Assignment Confirmation (i) one or more Candidates who meet the Client's requirements as far as possible and (ii) subsequently recommend them to the Client with (iii) the aim of establishing an Employment Relationship between the Client and the Candidate.

10.6      In providing the Services, Vibe Group is permitted to use the Client's name and trade marks free of charge.

10.7      The Assignment to recruit & select entails a best efforts obligation. The inability to recommend Candidates (or to do so in a timely manner) will, in no event, constitute a failure to perform any obligation Vibe Group has.

10.8      Vibe Group is not liable for damage resulting from the fact that a Candidate turns out not to meet the requirements set by and the expectations of the Client, unless such damage is demonstrably the direct result of Vibe Group's attributable failure in the selection.

10.9      Vibe Group's invoice must be paid within 14 calendar days of the invoice date. The invoice is paid if and when the full amount due is received by Vibe Group

11.   The Client's obligations

11.1          In addition to the information and other obligations included in Article 10, the Client will indicate, if it rejects a Candidate, the reasons for the rejection in as much detail as possible so that Vibe Group can take this into account in subsequent recommendation(s).

11.2          The Client will ensure the sufficient availability of relevant staff for interviews with Candidates.

11.3          All information relating to Candidates will be kept strictly confidential and only used for the purpose for which it was provided. The Client will immediately destroy this information once it is no longer relevant to the provision of the Services.

12.   Ending and/or changing the Assignment

12.1 The Assignment ends automatically when the Client confirms in writing that it will be entering into an Employment Relationship with a Candidate.

13.   Rate

13.1          For the recruitment & selection Services, the Client owes the Rate stated in the Assignment Confirmation. If no Rate has been agreed, then it will be 35% of the gross annual salary including holiday allowance applicable to Employment Relationship for which the Candidate is to be hired.

13.2          The customary recruiting resources and recruitment activities deployed by Vibe Group are included in the Rate. Costs incurred as a result of resources or activities prescribed by the Client will be charged separately, even if no Employment Relationship is established. Any other costs - such as the Candidate's travel and/or accommodation costs - will be charged in consultation with the Client.

13.3          Unless otherwise agreed in the Assignment Confirmation, the Rate is due when the Client indicates that it is going to enter into an Employment Relationship with the Candidate or when Vibe Group becomes aware of this through other means.

13.4          The Rate is also payable by the Client if the Candidate has been introduced to the Client as part of the Assignment (in the context of a Secondment or an Employment Relationship) and the Client (or a third party affiliated with it) enters into an Employment Relationship with the Candidate within 12 months of the Candidate first being introduced to the Client directly or indirectly by Vibe Group.

13.5          If the Employment Relationship is terminated within eight weeks of its commencement, Vibe Group will offer a repayment scheme. The amount of this repayment is equivalent to 12.5% of the Rate for each week in that eight-week period that the Candidate did not work. Termination by the Client requires objectively ascertainable grounds based on which the Candidate is not suitable for the job for which the Employment Relationship was entered into. Any costs described in paragraph 2 of this article are non-refundable.

 

C - Deployment of an Independent Professional
14.   General

14.1 When there is the Deployment of an Independent Professional, Vibe Group is the link between the Independent Professional and the Client. Vibe Group enters into a contract for services with an Independent Professional which is based on a model agreement assessed by the Dutch Tax and Customs Administration.

14.2 The Independent Professional provides the Services entirely independently, as he/she sees fit, and not under the Client's supervision and direction. However, to the extent necessary for carrying out the Assignment, coordination with the Client may take place so that the cooperation is optimal. The Client may also give directions and instructions about the Assignment's intended objective, insofar as this does not affect how the Assignment is carried out. If necessary for the Work, the Independent Professional will conform to the Client's work times.

14.3 The Client will always refrain from any act or omission which could jeopardise the Independent Professional's independence and/or his/her classification as an entrepreneur or which can or could lead to a (fictitious) Employment Relationship. The Client indemnifies Vibe Group against any damage that results from this.

14.4 The Client will provide Vibe Group, in a timely manner, with all the information necessary for carrying out the Assignment properly.

15.   Information

15.1 The Client will proactively inform Vibe Group about any circumstances that are or may be of interest to Vibe Group in connection with the Assignment.

16.   Duration

16.1 The commencement date and the duration of the Assignment are included in the Assignment Confirmation.

16.2 Either Party may terminate the Assignment subject to one (1) calendar month's notice, unless the Parties agree otherwise in writing in the Assignment.

16.3 If the Work is continued after the initial term or any subsequent extension, this will be deemed to be a tacit extension of the Assignment for a period of one month. In the event of a tacit extension, the Assignment may be terminated in the interim, subject to one (1) month's notice. Any other arrangements that have been made will continue to apply.

 

17.   Rate

17.1The Rate for the Work is included in the Assignment Confirmation. Unless otherwise agreed, the Rate is payable in arrears each calendar month.

18.   Takeover

18.1 During the term of an Assignment and for a consecutive period of 12 months thereafter, the Client is not allowed, without Vibe Group's consent, to enter into an Employment Relationship or otherwise directly or indirectly, without Vibe Group's intermediation, obtain the services of an Independent Professional. In the event of a breach of this provision, the Client will owe Vibe Group an introduction fee equal to 13 weeks' remuneration (based on a 40-hour working week) based on the Rate.

 

D - Terms and conditions applicable to all Services

19.   General

19.1 Vibe Group will observe the care of a good contractor in carrying out an Assignment and will use its best efforts to carry out the Assignment carefully and independently. This accords with the agreements and procedures set out in the Assignment Confirmation.

19.2 The Services and/or Work only include(s) the obligation to achieve a result if this is explicitly agreed in writing in the Assignment Confirmation.

 

20.   Termination

20.1 Any Assignment may be terminated at any time by a Party without this being subject to a notice period if the other Party:

  • attributably fails to perform one or more obligations and has not remedied the failure after a reasonable period of time, provided that the failure justifies the termination;

  • adopts a resolution to liquidate or cease its operations;

  • is declared bankrupt/insvolent or if an application for such is filed; or

  • applies for a moratorium.

20.2Termination of the Assignment for the foregoing reasons will never result in the terminating Party being liable in respect of the termination. If the Assignment is terminated on any of these grounds, Vibe Group's claims will become immediately due and payable.

 

21.   Rate, invoicing and payment

21.1 The invoice will be based on a time sheet approved by the Client.

21.2 Unless otherwise agreed, timekeeping will take place in the Vibe Group Portal. In any event, the Client is required to check the time sheets for accuracy and completeness no later than two working days after submission by the (Independent) Professional and to supplement or correct them if necessary.

21.3 The time sheet will be deemed to have been accepted if the Client has not indicated, within a period of 10 working days of submission, that the time sheet is not accurate or complete.

21.4 Expenses (such as expense claims and/or foreign travel) must be approved by an authorised representative of the Client before they are incurred by the (Independent) Professional. The Client's representative will confirm the approval in writing as proof.

21.5 The Client is expressly prohibited from discussing the Rates that Vibe Group charges the Client with the (Independent) Professional.

21.6 It is the Client's responsibility to ensure that the time sheet correctly includes following information: the name of the (Independent) Professional, the number of hours worked, overtime, irregular hours and shift hours, the other hours for which the Rate is owed, and any supplements.

21.7 Vibe Group may index the Rate each year based on the CBS Business and ICT Services Index. Indexation will not result in the Rate being reduced.

21.8 The cost of any "pre-employment screening" ("PES") requested by the Client is to be borne by the Client.

21.9 Unles otherwise agreed in writing in the Assignment Confirmation, invoices will be issued monthly and will be sent electronically.

21.10       Every Vibe Group invoice must be paid within 30 calendar days of the invoice date into the account number provided by Vibe Group. The invoice is paid if and when the full amount owed has been received by Vibe Group.

21.11       Discharge can only be obtained by paying Vibe Group or a third party it designates. Payments the Client makes to a Candidate and/or a Professional, on any basis, are not binding on Vibe Group and do not constitute grounds for payment or set-off.

21.12       If an invoice is not paid within the payment term, the Client is automatically in default from the first day after the payment term ends and the Client will owe interest of 1% per calendar month on the outstanding amount. In this regard, part of a month is considered to be a full month.

21.13       If the Client disputes all or part of an invoice, it must notify Vibe Group of this in writing within 30 calendar days of the invoice date, giving detailed reasons. After this period, the right to dispute an invoice expires. Contestation of the invoice does not release the Client from its payment obligation.

21.14       This Client is not authorised to set off any amount owed, whether or not it disputes this, against any (alleged) counterclaim and/or to suspend the payment of an invoice.

21.15       All judicial and extrajudicial (collection) costs incurred by Vibe Group as a result of the Client's failure to perform a payment obligation are to be borne by the Client. This fee amounts to 15% of the amount due including VAT and interest (with this being a minimum of EUR 250.00 per claim). This does not affect Vibe Group's right to claim damages if they exceed this amount.

21.16       If an Assignment Confirmation is entered into with more than one Client belonging to the same group of companies, then all Clients will be jointly and severally liable for the performance of the obligations in this article.

 

22.   Liability

22.1 Any liability on Vibe Group's part, regardless of the basis for it, is limited per event to the Rate for the duration of the Assignment up to the event giving rise to the damage, being a maximum of 3 months.

22.2 Vibe Group's liability is limited to EUR 500,000.00 (five hundred thousand euro) per year. For the purposes of this article, a series of related events is considered to be a single event.

22.3 Vibe Group's liability for indirect damage, including lost profits, lost savings, damage due to business interruption, fines, damage due to the loss of or damaged data or reputational damage, is excluded in all cases.

22.4 Vibe Group's liability only arises after the Client has pointed out the failure to Vibe Group, giving it a reasonable period of time to remedy it and that remedy has not taken place within that period. The Client's right to claim damages from Vibe Group as a result of an attributable failure to perform its obligations expires 12 months after the Client was or could have been aware of the failure.

22.5 The limitation of liability included in this article does not apply if the damage is the result of intent or gross negligence by Vibe Group.

22.6 If the Client has requested that a PES be performed, the PES has not been carried out before the start of the placement, and the Client nevertheless asks Vibe Group to let the Professional start, Vibe Group will not be liable for the consequences of this.

 

23.   Insurance

23.1The Client and Vibe Group confirm that they are adequately insured against liability, as is customary in the branch in which they operate. Upon request, the Client will provide proof of insurance.

 

24.   Intellectual Property

24.1 All intellectual property rights to which the Client is granted access in the context of the Assignment or other agreement vest exclusively in Vibe Group or its licensors, except for the Client's materials. This also includes any modifications, additions or works specifically made at the Client's request and/or at its expense.

24.2 If the Client makes use of I(C)T or other Vibe Group resources, this is done on the basis of a temporary, personal, non-exclusive and non-transferable right of use, to the extent and for the duration that this is necessary to be able to make use of the Services.

24.3 Vibe Group is at liberty, and without owing a fee, to use all input, information, suggestions and suchlike received from the Client for the purpose of the Assignment.

24.4 The Client indemnifies Vibe Group against all third-party claims in connection with an alleged infringement of the intellectual property rights of those third parties or of material made available by the Client to Vibe Group within the context of the Assignment or other agreement.

24.5 Intellectual property rights created through the Work of a Professional vest in the Client if and to the extent provided by law. At the Client's request, Vibe Group will arrange for the Professional to sign a written statement to transfer - to the extent necessary and possible - said intellectual property rights to the Client.

 

25.   Takeover ban

25.1 Unless the Parties agree otherwise in writing in the Assignment, during the term of an Assignment and for a consecutive period of 12 months thereafter, the Client is not permitted, without Vibe Group's consent, to enter into an Employment Relationship with a Vibe Group employee, Professional or Candidate or otherwise directly or indirectly obtain, without Vibe Group's intermediation, the services of an (ex) employee, Professional or Candidate. In the event of a breach of this provision, the Client will owe Vibe Group a penalty of EUR 30,000 (excluding VAT), without prejudice to Vibe Group's right to claim the actual damage suffered.

25.2 If Vibe Group and the Client agree in writing to derogate from the preceding paragraph - or upon the establishment of an Employment Relationship between the Client and an employee, Professional or Candidate - Article 9.5 of these general terms and conditions will apply.

 

26.   Confidentiality

26.1 The Parties will only use confidential information from or about the other Party concerning, among other things, its business activities, employees, clients and other relations which they become aware of in the context of a cooperation, for the purpose for which it is provided and will not disclose or share it with persons who do not need that information. This confidentiality obligation does not apply to the extent that disclosure is required by law.

26.2 If and insofar as the Client wants to impose a confidentiality obligation on an (Independent) Professional or Candidate, it will inform Vibe Group of this and provide a copy of it. Vibe Group does not guarantee compliance with any confidentiality obligation imposed by the Client on the (Independent) Professional or which is agreed, and is not liable for any fine, penalty or for any damage resulting from a breach of a confidentiality obligation.

 

27.   Obligation to check

27.1 The Client confirms that it is its own responsibility to:

  • establish the identity of the Candidate and/or (Independent) Professional and will carefully check an original valid identity document for this purpose; and

  • determine whether the Candidates recommended to it, the (Independent) Professionals employed by it or other persons are entitled to carry out work in the Netherlands.

 

28.   Anti-discrimination

28.1 The Parties confirm that in entering into and carrying out the Assignment and providing the Services, they will only set and take account of requirements relevant to the job. The Parties will not make any prohibited distinction on the basis of religion, belief, political affiliation, gender, race, nationality, sexual orientation, marital status, disability, chronic illness, age or any other basis.

 

29.   Privacy

29.1 In the cooperation between the Parties, personal data, in particular those of Candidates and (Independent) Professionals, will be exchanged. The Parties confirm that they will always handle these data in accordance with the General Data Protection Regulation ("GDPR") and related laws and regulations.

29.2 Both Parties qualify as controllers within the meaning of the GDPR unless it follows from the cooperation that one of the Parties is a processor for the other Party. In that case, the Parties will conclude a data processing agreement.

29.3 The processing of personal data of contact persons is subject to the Vibe Group privacy statement which can be consulted on our website.

29.4 The Client indemnifies Vibe Group against any claims by Candidates, (Independent) Professionals, employees of the Client or other third parties in connection with a breach by the Client of the provisions of this article and will reimburse the related costs incurred by Vibe Group.

 

30.   Digital Processes

30.1 If Vibe Group uses Digital Processes to provide the Services, then, in addition to the procedures and instructions specified for the Digital Processes, the terms and conditions set out in this article apply.

30.2 In derogation from Article 3:15a(2) and (3) DCC and Article 6:227a(1) DCC, legal acts are carried out when using the Digital Processes and the procedures included therein. The Client confirms that users of the login details are authorised to legally represent the Client via the Digital Processes.

30.3      The Client will only use the Digital Processes itself and only for the purpose for which access is granted.

30.4      It is not permitted to have the Digital Processes accessed or used by automated systems, or to establish a link between the Digital Processes and an automated system without Vibe Group's prior written consent.

30.5      The login details for accessing and using the Digital Processes are personal and must be kept strictly confidential. The Client is responsible for any use and misuse that occurs when these login details are used.

30.6      With respect to the Digital Processes, Vibe Group makes every effort to ensure maximum availability and quality but Vibe Group cannot guarantee the continuous, fault-free availability and correct operation.

30.7      Vibe Group may temporarily suspend the availability of the Digital Processes or deny access - temporarily or permanently - and terminate the right of use.

30.8      Vibe Group takes appropriate technical and organisational security measures with respect to the Digital Processes. Despite all security measures, it is not possible to completely eliminate contamination of the Digital Processes and any unauthorised use, misuse and/or accidental damage or loss of data. Vibe Group is not, therefore, liable if the Client's data is compromised, lost or used by unauthorised persons. This exclusion of liability does not apply in the case of intent or gross negligence by Vibe Group.

30.9      If a link is established between the Digital Processes and the Client's systems, the Client will take appropriate and adequate measures to protect the Digital Processes and the data processed thereon from damage, misuse and unauthorised access via the link. Vibe Group may impose requirements for this and may, at its discretion, suspend the link if it appears that there is or may be a lack of security at the Client.

30.10   Although the information included in the Digital Processes is compiled with care, Vibe Group does not guarantee its accuracy or completeness because Vibe Group relies on third parties, processes and technology for this.

30.11   The Client is responsible for the information and data it enters in the Digital Processes. The Client ensures the accuracy of this information. This information and these data must never be misleading, abusive, discriminatory or otherwise unlawful or improperly or unnecessarily offensive. Vibe Group has the right to remove such information and/or data immediately.

30.12   If, at the Client's request Vibe Groupuses the Client or a third party's services and/or systems, the Client confirms and warrants:

  • that when using these services and systems, all provisions and obligations under the General Data Protection Regulation ("GDPR") will be complied with;

  • that it is responsible for the further processing of the data provided by Vibe Group and indemnifies Vibe Group against any claim by Candidates or (Independent) Professionals and third parties in connection with a breach by the Client of the provisions of this article and it will reimburse Vibe Group for any damage related thereto.

 

31.   Final provisions

31.1 If one or more provisions in these terms and conditions are invalid, void or voided, the remaining provisions will remain unaffected. The provisions which are invalid or cannot be invoked are to be replaced by provisions which are as close as possible to the meaning and purpose of the invalid provisions/the provisions which cannot be invoked.

31.2 If any deadlines are included in the Assignment Confirmation, they will have been estimated to the best of Vibe Group's knowledge based on the information known to Vibe Group at the time of concluding an Assignment or at the time of preparing an offer. These deadlines will be respected as far as possible. Exceeding a deadline does not mean that Vibe Group is in default unless it is explicitly stated in the Assignment Confirmation that it is a strict deadline and it was caused by a circumstance that was entirely within Vibe Group's control.

31.3 Vibe Group's rights and obligations under the Assignment may be transferred to a third party, for which the Client hereby gives its consent.The Client may not transfer any rights and/or obligations to a third party except with Vibe Group's express written consent.

31.4 All Vibe Group offers (such as proposals, quotations and price quotes) are without obligation and only bind Vibe Group once a written Assignment Confirmation approved by Vibe Group has been concluded. If a Service is initiated without the Client's written approval, this will be deemed to be the Client agreeing to the offer.

31.5 Vibe Group is permitted, in the event of special - foreseen and unforeseen - circumstances, to immediately modify or terminate the Assignment if, as a result of these circumstances, Vibe Group cannot be required to continue the Assignment unchanged. Examples of such circumstances include changes to the collective bargaining agreement and/or laws and regulations in the area of (or with material consequences for) the provision of personnel.

31.6 Provisions in these terms and conditions that, by their nature, are intended to continue after the end of the Assignment (such as, for example, with respect to payment, liability, intellectual property, confidentiality, privacy and applicable law) will continue to be effective after the end of the Assignment.

31.7 The Client confirms and declares that its company, any subsidiaries and its executives and employees do not appear on any sanctions lists and have never been the subject of any claims, proceedings or investigations relating to economic sanctions.

31.8 The Client warrants that neither it nor any subsidiaries have violated any economic sanctions, nor are they involved in activities that would cause Vibe Group to be in violation of economic sanctions.

31.9 These terms and conditions, Assignments, agreements and/or any other legal acts between Vibe Group and the Client are governed by Dutch law.

31.10       Any and all disputes arising out of or in connection with a legal relationship between the Parties will, at first instance, be settled by the competent judge of the District Court of Amsterdam.

 

Last modified: April 2022