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Client Specific Terms and Conditions for Suppliers NS Group N.V.

Client Specific Terms and Conditions for Suppliers NS Group N.V.

Version 4 – May 2024

These Client Specific Terms and Conditions (“CSTC”) apply to the Assignment pursuant to which a Professional of a Supplier will perform Work at NS Group N.V. via Intermediary. Capitalized words have the meaning as defined in HeadFirst Group’s General Terms and Conditions for Intermediary Services for Suppliers (GTC).

Article 1 Invoicing

  1. Invoicing will take place in accordance with the invoicing conditions of the Client and as mentioned in the digital file of the Supplier.

Article 2 Payment Term

  1. If the screening is not completed within four weeks after the start date, access to the Client’s buildings may be refused to the Professional and payment of outstanding invoices will be suspended until the screening is completed.

Article 3 Complaints Regulation

  1. If a Supplier/Professional has a complaint about the Client, this complaint will be resolved between the Supplier and Intermediary. If a complaint cannot be resolved between the Supplier and Intermediary, the Supplier will make use of the procedure as mentioned in the “Complaints Regulation NS” (‘klachtenregeling NS’).

Article 4 Termination and Termination Notice of Assignments

Assignments end by operation of law upon:

  1. Breaching one or more provisions of:

a. the “Non-Disclosure Agreement”;

b. the “NS Code of Conduct”;

c. the “Integrity Statement”;

and/or:

d. not providing a Certificate of Good Conduct (Verklaring Omtrent het Gedrag (“VOG”));

e. not fully providing an integrity statement;

f. if the Supplier/Professional has agreed upon a non-compete clause, relationship clause or any other obstructing clause with a former or current client, which obstructs the Professional/Supplier in any way from performing Work for the Client.

  1. Committing a criminal offence, as a result of which continuation of the Work by the Professional at the Client can no longer reasonably be required, at the discretion of the Client/Intermediary.
  2. (1) A negative result of the “Background Investigation” conducted by the Client, at the discretion of the Client, (2) the provision of incorrect information to the “Background Investigation” and/or (3) the failure to cooperate fully with the “Background Investigation”.
  3. The mutual termination notice is one (1) month.

Article 5 Liability

General

  1. The Supplier is liable for damage suffered by the Intermediary/Client as a result of an attributable shortcoming in the performance of the Supplier’s obligations or as a result of acts or omissions of the Professional or other third parties engaged on behalf of the Supplier. The liability is restricted to the amounts specified in Article 6 of these CSTC, as required by the insurance requirements.

Intellectual Property Rights

  1. Liability regarding intellectual property rights is limited to an amount of € 1,250,000.00 per event, with a maximum of € 2,500,000.00 per year. Under no circumstances shall the Supplier acknowledge liability or enter into a settlement without the prior consent of the Client/Intermediary.
  2. The Intermediary shall promptly notify the Supplier in writing of any action, claim or suit relating to intellectual property and shall reasonably cooperate, at the Supplier’s expense, and provide reasonable access to all relevant information to defend against said action, claim or suit.
  3. In the event that a third party claims that matters infringe its rights, the Supplier shall, in consultation with the Intermediary/Client:

a. acquire the necessary usage rights;

b. modify the matters in such a way that they no longer infringe the rights of third parties;

c. replace the concerned matters with similar matters that do not infringe the rights of third parties;

and/or

d. take back the matters against reimbursement of the paid compensation or stop the Work with reimbursement of the paid compensation.

Article 6 Insurance Requirements

  1. The Supplier is obliged to have corporate liability insurance for an amount of at least € 1,250,000.00 per event, with a maximum of € 2,500,000.00 per year.
  2. The Supplier is obliged to take out professional liability insurance for:

a. hourly rate ≥ € 60.00 per hour: minimum € 1,000,000.00 per event and per year;

b. hourly rate < € 60.00 per hour: minimum € 500,000.00 per event and per year.

Article 7 Rates

  1. Rates are all-in. Amendments to the collective labour agreement applicable to the Client are included in the rate.

Article 8 Obligated E-Learnings

  1. The Professional is obligated to complete three e-learnings. In the first week after the start of the Assignment, the following e-learnings shall be completed by the Professional through the Client’s “My Learning Portal”:

a. NS Code of Conduct;

b. Awareness;

c. Privacy at NS.

Article 9 Governance and Corporate Social Responsibility

  1. The Supplier, including the Professional it engages, shall comply in its business operations in general and in the execution of a particular Assignment with all provisions of applicable laws and regulations, expressly including, but not limited to, provisions relating to competition, corruption, bribery, the environment, personal data protection, computer crime and working conditions.
  2. Without prejudice to the provisions of the preceding paragraph, the Supplier, or a third party acting on its behalf, is expressly forbidden from promising, offering or providing money or services in any way to personnel of the Client or its auxiliary persons involved in the Assignment.
  3. In the event of non-compliance with the provisions of this Article, the Intermediary is entitled, while retaining the right to compensation, to dissolve the Assignment with immediate effect and without notice of default or judicial intervention.

Article 10 Information Obligation Regarding a Request/Order for Disclosure

  1. The Supplier shall inform the Client/Intermediary immediately upon the first request, but in any case within 24 hours, in the event of:

a. the Supplier receiving a binding request, judicial order or subpoena, or any comparable legal instrument, from an authorized public supervisory authority extending to, whether or not in fulfilment of a legal obligation arising from the Assignment or otherwise:

i. an inspection or audit of the way in which the Supplier processes the Client’s data or data received from the Client; and/or

ii. the disclosure or release of this data, including seizure;

and/or

b. the Supplier receiving a request from any person for the release or disclosure of the data; and/or

c. the Supplier intending to disclose or release the data it processes on behalf of or has received from the Client, whether as a result of a request or order or otherwise.

  1. The Supplier shall in no event disclose or release data that it processes on behalf of or has received from the Client without the prior written consent of the Client.

If the inspection, audit or request for disclosure of data results from a subpoena or another preliminary procedural document, the Client/Intermediary has the right to put forward a defence, on behalf of or in place of the Supplier, in any resulting proceedings in order to protect its interests, as well as the interests of the persons whose data are threatened with disclosure. The Supplier shall provide the Client/Intermediary with all cooperation that can reasonably be expected.

  1. The Supplier shall, at the request of the Client/Intermediary, take all measures that can reasonably be expected to prevent the release and/or disclosure of data or limit this to the minimum, including with regard to future cases.

Article 11 Security Incident

  1. The Supplier shall immediately inform the Client/Intermediary in the event of actual, threatened or suspected misuse of data, including loss, theft, unauthorized access, manipulation and disclosure, that the Supplier processes on behalf of or has received from the Client (“security incident”). The Supplier shall at least provide a summary of the nature of the security incident, as well as an overview of all measures taken to mitigate its effects.
  2. Measures to repair the security incident shall, as much as possible, be submitted to the Client for prior approval. The Supplier nevertheless remains obligated to take mitigating measures, if necessary without prior consultation with or approval of the Client, to limit the consequences and damage resulting from the security incident as much as possible.
  3. Without prejudice to the other rights of the Intermediary, the Intermediary has the right to terminate the Assignment with immediate effect in the event of a security incident without being liable for damages towards the Supplier.