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Client Specific Terms and Conditions for Suppliers Rabobank ICT and Obvion
Client-Specific Terms and Conditions for Suppliers
Rabobank ICT and Obvion
These Client-Specific Terms and Conditions ("CSTC") apply to the Assignment pursuant to which a Professional of a Supplier will perform work at Rabobank ICT and/or Obvion 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 – Requirements Assignment
1. Hourly rate and gross hourly rate
Before an Assignment is agreed upon with the Supplier, the Client requires to gain insight into the hourly rate the Professional will actually receive from the Supplier.
Client and Intermediary have an interest in this so they can establish the right hourly rate and check whether the Supplier adheres to the regulations from the Law on the allocation of labor by intermediaries (Waadi).
In this context, the Supplier will specify the rate and the gross hourly rate in the offer of a Professional for a Non-IT Assignment.
(Gross) hourly rate is defined as the rate per hour a Professional receives for the Assignment for which he is proposed, including any assignment surcharge.
Holiday allowance, (any) 13th month and other compensations like travel expenses, training expenses, accommodation costs, etc. are not part of the (gross) hourly rate.
The (gross) hourly rate is calculated based on the number of hours that is agreed upon in the contract between Professional and Supplier.
2. BYOD-concept
Client applies the BYOD-concept (Bring Your Own Device). This means that the Professional will use their own devices or the devices that have been provided by the Supplier.
There is no possibility to charge any costs for this. Therefore, the hourly rate shall not be adjusted.
3. Acquisition
Supplier shall not approach any persons that provide work for Client or affiliated companies for acquisition purposes.
4. Change of work location
Client has the right to unilaterally change the place of work to another place within the Netherlands.
5. Trainings and courses
The Client can request from the Professional to follow certain trainings and courses if it is necessary for the performance of the Assignment at the Client.
The time and costs involved in following the course are for the Supplier's account.
6. Days off and holidays
Professional's days off will be determined by the Supplier after consultation with the Client and by taking into account the progress of the Assignment.
Days off, training days in the context of the Supplier's training program, and general holidays on which the office will be closed, are for the Supplier's account.
7. Codes of conduct and statements
Supplier declares to comply with the Client's codes of conduct and statements, like the sustainability statement, as applicable at the time of signing the Assignment.
Article 2 – Rate Agreements
1. Hourly rate
The hourly rate that is agreed upon includes the compensation for travel expenses for commuter traffic and is exclusive of VAT and the hereafter mentioned fees and surcharges.
Job increases of employees within Supplier's organization during the term of an agreement (as a result of internal promotion, for example) have no consequences for the rates.
2. Rate changes
Requests for a change of rate earlier than 24 months after the start of an Assignment will not be taken into consideration.
The principle is that rate changes have to be compliant with the market and have to be based on an actual change in costs.
The 24 months start again if new conditions are established based on this changed rate.
3. Stand-by shift
A stand-by shift means that the Professional is available for work outside of the office, and if necessary, outside of office hours if the need arises.
Compensation for stand-by hours only applies for jobs in scales 8 and lower. For scales 9 and higher, no stand-by fees shall be granted.
The following fees apply:
Period Stand-by fee
Monday 00:00 to Saturday 17:00 € 1,80 per hour (low rate)
Saturday after 17:00 and Sundays and holidays € 3,00 per hour (high rate)
The stand-by fee is calculated over time when the Professional is available, but not actively working.
4. Conditions during stand-by
During a stand-by shift, the Professional shall have an internet connection, at the expense of the Supplier.
If a Professional is on stand-by, he/she will start working from the moment he/she is called.
If nothing else is agreed upon, a response time of 20 (twenty) minutes applies.
5. Regular and occasional stand-by shifts
If a Professional has to execute stand-by shifts regularly, this shall be mentioned in the request.
Supplier declares themselves willing to cooperate with stand-by shifts in occasional cases if it arises from the nature of the Assignment, also if this was not mentioned in the request.
6. Additional work
Additional work can only be declared for jobs within scales 8 or lower.
For scales 9 and higher, additional work shall not be compensated.
For these Professionals, the worked hours that can be declared are maximized at the number of contract hours.
7. Working outside office hours
The Client's usual office hours are Monday to Friday from 7:00 o'clock until 22:00 o'clock and Saturdays from 8:00 o'clock until 17:00 o'clock.
The following surcharges apply to working outside office hours at the request of the Client:
Day Hours Surcharge on hourly rate
Monday to Friday 00.00 – 07.00 hrs 20%
Monday to Friday 22.00 – 00.00 hrs 20%
Saturday 00.00 – 08.00 hrs 20%
Saturday 08.00 – 17.00 hrs 10%
Saturday 17.00 – 24.00 hrs 40%
Sunday 00.00 – 24.00 hrs 40%
Holidays 00.00 – 24.00 hrs 80%
New Year's Eve 00.00 – 07.00 hrs 20%
New Year's Eve 20.00 – 24.00 hrs 80%
8. Travel and accommodation expenses
Travel expenses for commuting shall not be declared.
Travel expenses for travelling by request of the Client can be declared, except for the first 1,000 kilometers per month.
Travelling as a result of a stand-by shift is considered to be travelling by request of the Client.
Above the 1,000 kilometers per month, the kilometers the Professional has travelled for business travels, excluding the commuting kilometers, can be declared against a rate of € 0,25 per kilometer.
If possible, business travels shall be made by public transport. The expenses for public transport can be declared.
If the situation arises that compensation is required, the made travel expenses are specified on the therefore intended forms, which shall be signed for accord by the competent manager at the Client.
Supplier sends the signed specification along with the invoice.
Accommodation costs the Professional makes at his own initiative or at the Supplier's initiative cannot be charged.
Accommodation costs at the request of the Client shall be for the Client's account.
If the Client cannot facilitate accommodation, the Supplier shall charge a maximum of € 80,- per day.
These accommodation costs are based on the actual costs.
These costs shall be communicated in advance (based on the invoice) and can only be charged after consultation and approval of the Client.
9. Obligatory days off
The Client is able to appoint obligatory days off for the Professional.
The Professional shall not work on an obligatory day off and these days shall not be declared.
In exceptional cases, the hiring manager can decide that the Professional may perform work if this is necessary for the continuity.
In that case, the applicable fee regulation applies for the hours worked.
10. Rate adjustment after 24 months
In the event of a renewal, the Parties can consult about changing the rate at the request of the Supplier if the total deployment of a Professional (including renewals) has lasted for more than 24 months.
Article 3 – Start, Termination and Termination Notice of Assignments
1. Termination by Supplier
The Assignment cannot be terminated by the Supplier, unless the Client approves this in writing.
2. Termination by Intermediary
The Assignment can be terminated by the Intermediary, respecting a termination notice of 28 days.
In the event of an intermediate termination, the actual costs until the end date of the terminated Assignment will be invoiced.
Client and Intermediary are not liable for any further costs or damage.
3. Immediate termination
Client and Intermediary have the right to rescind this agreement wholly or partly with immediate effect, without a notice of default and without prior judicial intervention, when:
Supplier makes promises to the Client's employees or gives them gifts or provides services for the purpose of moving them to act or omit in contrary to their duty;
the umbrella agreement between the Client and Intermediary ends, regardless of the reason;
Supplier fails to comply with the applicable laws and regulations;
Client gets instructions from a competent supervisory authority to terminate the Assignment;
shares in or the decisive vote of the Supplier's company are transferred to a third party;
the Client notices that the Professional acts in violation of laws and/or regulations, the codes of conduct and the Client's regulations.
4. Tacit renewal
If the Assignment is not expressly in writing renewed, but the Professional keeps providing work, with approval of both Parties, the Assignment is considered to be silently renewed for a period of one calendar month every time.
When the agreement between Intermediary and Client ends, the Assignment between Supplier and Intermediary will end as well, unless indicated otherwise, or unless the obligations will be transferred to a third party.
5. Follow-up work
After the term of the Assignment, the Supplier ensures that a Professional will be available for a maximum of 3 (three) months after the end date of the Assignment for follow-up work.
Follow-up work is defined as the transition of work, completion of tasks, transition of information, etc.
Follow-up work is organized in consultation with the Supplier, respecting the work for which the Professional is hired at that moment and can be charged against the same rate as during the Assignment.
Article 4 – Takeover Clause
1. Takeover of the Professional
If a Professional wishes to enter into an employment contract with the Client, the Supplier shall not obstruct this.
If a Professional does not have an employment contract (any longer) with the Supplier, it is allowed for the Client to hire the Professional through another Party.
Supplier shall not obstruct this, in particular by not invoking a non-compete clause or another contractual clause.
The Client is free to hire a Professional free of charge one year after the start of work for the Client.
When an Assignment has ended, a Professional may enter into service of the counterparty free of charge, also when the Client does not use the right to renew the Assignment.
If the Professional enters into service within a year after the start of work for the Client, the overtaking Party shall pay a reasonable compensation as defined in art. 9a of the Law on the allocation of labor by intermediaries (abbreviated Waadi in Dutch), which will be established in consultation.
This does not apply when agreed in advance with the Supplier that the concerned Professional(s) may be overtaken by the Client.
Article 5 – Liability
1. Direct and indirect damages
If the Supplier fails to comply with an obligation arising from the Assignment, the Supplier will compensate for the direct damages suffered by the counterparty, unless the shortcoming cannot be attributed to the Supplier.
The liability for direct damages under this article is limited to the following amounts:
EUR 200,000; or
150% of the totally invoiced amounts under the concerned transaction agreement in the period of 12 months prior to the damaging event.
The liability for indirect damages is excluded.
Indirect damages are defined as: loss of profit, loss of data and immaterial damage.
2. Death, injury and property damage
Supplier is liable for the damage related to death, injury or property damage, suffered by the counterparty or its employees, and originated by attributable action or omission by oneself or the hired Professional.
The liability under the first sentence of this paragraph and the liability of the Supplier for damages that are not covered by the liability as mentioned in Article 7.1 is limited to the amount of EUR 1,000,000 (one million euros) per event or a series of related events.
Article 6 – Compliance
1. Expertise, education and Permanent Education
Supplier guarantees, depending on the role/job of the hired Professional, that the following regulations/requirements regarding the expertise and education are met, both at the start and during the Assignment:
The Professional shall maintain their expertise at the expense of the Supplier through Permanent Education (PE).
The Professional is at the start of the Assignment demonstrably permanently current (PC).
The Professional that provides investment advice or provides information about financial instruments (amongst others, for example securities and derivatives), structured deposits, investment services or side services complies with the (minimal) norms with respect to knowledge and abilities as elaborated in the ESMA-guidelines.
The Professional shall obtain accredited educations, including following the PE for this.
Depending on the job, the Professional shall have an active registration in one of the DSI registers.
It is the responsibility of the Supplier that deployed candidates at the Client comply with the Wft and PE requirements and are demonstrably Permanently Current.
Demonstrable is defined as the presence of actual proof of the candidate complying with Permanently Current.
Regarding this, the Supplier shall, at the first request, cooperate fully with an audit.
At the start of a deployment of a Professional for a job that has to comply with the ESMA-guidelines, the Professional shall deliver a statement about meeting the demanded work experience.
If it turns out during an audit that a Professional does not comply, the costs for a follow-up audit will be for the Supplier's account.
2. Risk & Compliance training
For each Professional at the Client, it applies that he or she shall follow a couple of obligated subjects in the field of Risk & Compliance through an e-learning.
These e-learnings are developed by the Client and the obligation to finish these within 3 months after starting date also applies to external employees.
It is possible that in some cases obligated educations which are not developed by the Client should be followed.
If this education is not completed successfully, the Intermediary has the right to terminate the Assignment with immediate effect.
3. Banker's oath and disciplinary statement
For employees within the financial sector it is lawfully obligated to take the banker's oath and disciplinary statement.
All internal and external employees of the Client take the oath within three months after the start of the employment/starting date of the Assignment at the Client.
By doing this, they commit themselves to the Code of Conduct of the banking sector and subject themselves to the disciplinary law of the Banking sector.
A Professional that violates the Code of Conduct can be held legally accountable by disciplinary law.
Refusal of taking and signing the oath leads to immediate termination of the Assignment.
4. Additional services and conflicts of interest
Supplier shall not deploy a Professional to the Client if the Professional provides additional services that may lead to a conflict of interest with the duties and responsibilities connected to the work with the Client.
Supplier ensures that the Professional shall report relevant additional functions to his/her contact person within the Client.
5. Private Investment Transactions
The regulation Private Investment Transactions (PIT) might apply to the Professional.
This regulation shall be provided to the Supplier.
These provisions apply in any case for 'experts' as defined by the PIT.
The Supplier shall inform every Professional prior to the deployment.
The Client shall indicate in the quotation request whether the provisions for 'insiders' apply to the to be employed Professional.
Professionals to whom the PIT's insider regulation applies receive, before the start of the deployment, an instruction according to the PIT.
If the Professional does not comply with the obligations from the regulation Private Investment Transactions, the corresponding sanctions might be put in motion.
Article 7 – Confidentiality
1. Breach of confidentiality
If the Client or Intermediary can prove a breach of the arrangements in Article 10 of the General Terms or the Client's Confidentiality Statement by the Supplier and/or their Professional, the immaterial damages the Client has suffered are considered to be € 50,000,- per event, unless the Supplier can prove that the immaterial damage was lower or the Client can prove this damage was higher.
One and the other apply without prejudice to all other rights of the Client, among which the right to performance and/or compensation of the actual suffered damage.
Article 8 – Screening
1. Screening of the Professional
The Professional will be assessed by the Client on their reliability and expertise by means of a Screening (as defined under 2).
The Supplier guarantees that it will instruct the Professional to cooperate in the Screening before introducing him/her to the Client, whether or not via Intermediary.
The work can only start when the Screening of the Professional has been completed without objections.
Intermediary will provide additional information regarding the Screening prior to the Screening.
2. Definition of Screening
"Screening" is defined as follows:
The process carried out by the Client to determine whether a Professional meets the integrity and eligibility criteria as required by the Client.
3. Execution of Screening
The Screening is carried out on behalf of the Client by the PES supplier contracted by it at the time that the Client has pre-selected a candidate proposed to it.
The Screening will be completed prior to the start date of the Assignment.
4. Costs of Screening
The Professional must pay the costs for the Screening directly to the PES supplier designated by the Client in advance in order to be able to start the Screening process.
After payment, the Professional may submit a request for reimbursement to the Supplier.
Neither the Client nor the Intermediary is involved in this compensation process.
5. Delays caused by external parties
Specific checks within the screening process, such as obtaining a Certificate of Good Conduct (VOG), diploma verification and reference checks at former employers, depend on external parties (e.g. government agencies, educational institutions and previous employers).
The Client/Intermediary and the PES supplier have no influence on the lead times of these parties.
If delays occur as a result of these third parties, neither party will bear the associated costs.
This is a shared risk that is inherent in doing business and that must be accepted and managed jointly.
6. Exceptions for extended screening periods
Although delays are considered a shared risk by external parties, certain parts of the screening process are subject to the following exceptions to the previous paragraph:
a. Screening Netherlands
If the screening process takes longer than 25 days from the moment that Client has pre-selected a proposed candidate, Client will investigate to determine the cause of the delay and to allocate the relevant costs to the responsible party.
b. International Screening
If the screening process takes longer than 35 days from the moment Client has pre-selected a proposed candidate, Client will conduct an investigation to determine the cause of the delay and allocate the relevant costs to the responsible party.
The Client will only take responsibility if the Supplier can prove that the delay was not caused by the Supplier and provides verifiable evidence to that effect.
Each escalation is assessed individually and designated as an exception to the principle of shared responsibility.
The Client will investigate the cause of the delay and allocate the associated costs accordingly.
7. Required documents and information
Failure by the Professional to provide the required documents, personal details, or sign the Screening consent form may result in delays in starting or completing the Screening.
Such delays are beyond the control of Provider and Intermediary and can affect the onboarding timeline.
The Supplier must ensure that the Professional takes timely action.
8. Right to refuse a Professional
Client reserves the right at all times to refuse a Professional proposed by the Supplier on the basis of the outcome of a Screening.
A refusal may take place if the Professional does not meet the integrity, suitability or quality criteria as set out in the Client's applicable screening policy.
In the event of refusal, the Client/Intermediary is not obliged to reimburse any costs, unless otherwise agreed in writing.
9. Conflicts of interest
Before they are introduced to the Client, the Supplier will have candidates sign a statement confirming that they do not perform any additional positions that could lead to (the appearance of) a conflict of interest with tasks and responsibilities associated with the work within the Client.
The Supplier will cooperate in the execution of all procedures within the Client in connection with the prevention of conflicts of interest and damage to the integrity of Professionals.
10. Re-use of screening documents
When a Professional is re-hired and has not worked for any other client or employer between the Client Assignments, previously obtained screening documents may be re-used.
The Screening itself must always be performed again, but re-use of documents is permitted to reduce administrative effort.
The Self Declaration must always be newly completed for each Assignment.
Other documents, including the Certificate of Conduct (VOG) and the Financial Credibility Check, may only be re-used if the Professional has not had any intermediate employment elsewhere.
If the Professional has worked for another client in the meantime, all screening documents must be renewed to ensure Client maintains a current and complete screening file.
11. Periodic in-employment screening
In addition, a periodical in-employment screening applies to specific target groups.
Professionals in these positions are therefore periodically re-screened.
Managers will timely inform Professionals if in-employment screening is applicable to them.
This screening is dictated by legal provisions (SWAP) and regulations (SWIFT).
The following applies to Professionals residing/working in the Netherlands.
For Professionals residing/working outside the Netherlands, Client will still require the Certificate of Conduct and the Financial Credit Check.
Article 9 – Midlance, Fairlance, Fitlance
1. Prohibition of Midlance, Fairlance and Fitlance
The Supplier is not permitted to use Midlance, Fairlance, Fitlance and similar constructions when deploying Professionals.
When entering into the Assignments, the Supplier guarantees that such constructions are not applicable.
If the Supplier nevertheless enters into Assignments in which such constructions are used, Intermediary is entitled to terminate the Assignment(s) with immediate effect without being liable for damages.
In addition, the Intermediary or the Client is entitled to have the relevant Professionals perform work (in)directly for them, whereby the Supplier cannot claim any compensation nor invoke a clause that restricts the Professional from working for the Client.
Rabobank ICT and Obvion
These Client-Specific Terms and Conditions ("CSTC") apply to the Assignment pursuant to which a Professional of a Supplier will perform work at Rabobank ICT and/or Obvion 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 – Requirements Assignment
1. Hourly rate and gross hourly rate
Before an Assignment is agreed upon with the Supplier, the Client requires to gain insight into the hourly rate the Professional will actually receive from the Supplier.
Client and Intermediary have an interest in this so they can establish the right hourly rate and check whether the Supplier adheres to the regulations from the Law on the allocation of labor by intermediaries (Waadi).
In this context, the Supplier will specify the rate and the gross hourly rate in the offer of a Professional for a Non-IT Assignment.
(Gross) hourly rate is defined as the rate per hour a Professional receives for the Assignment for which he is proposed, including any assignment surcharge.
Holiday allowance, (any) 13th month and other compensations like travel expenses, training expenses, accommodation costs, etc. are not part of the (gross) hourly rate.
The (gross) hourly rate is calculated based on the number of hours that is agreed upon in the contract between Professional and Supplier.
2. BYOD-concept
Client applies the BYOD-concept (Bring Your Own Device). This means that the Professional will use their own devices or the devices that have been provided by the Supplier.
There is no possibility to charge any costs for this. Therefore, the hourly rate shall not be adjusted.
3. Acquisition
Supplier shall not approach any persons that provide work for Client or affiliated companies for acquisition purposes.
4. Change of work location
Client has the right to unilaterally change the place of work to another place within the Netherlands.
5. Trainings and courses
The Client can request from the Professional to follow certain trainings and courses if it is necessary for the performance of the Assignment at the Client.
The time and costs involved in following the course are for the Supplier's account.
6. Days off and holidays
Professional's days off will be determined by the Supplier after consultation with the Client and by taking into account the progress of the Assignment.
Days off, training days in the context of the Supplier's training program, and general holidays on which the office will be closed, are for the Supplier's account.
7. Codes of conduct and statements
Supplier declares to comply with the Client's codes of conduct and statements, like the sustainability statement, as applicable at the time of signing the Assignment.
Article 2 – Rate Agreements
1. Hourly rate
The hourly rate that is agreed upon includes the compensation for travel expenses for commuter traffic and is exclusive of VAT and the hereafter mentioned fees and surcharges.
Job increases of employees within Supplier's organization during the term of an agreement (as a result of internal promotion, for example) have no consequences for the rates.
2. Rate changes
Requests for a change of rate earlier than 24 months after the start of an Assignment will not be taken into consideration.
The principle is that rate changes have to be compliant with the market and have to be based on an actual change in costs.
The 24 months start again if new conditions are established based on this changed rate.
3. Stand-by shift
A stand-by shift means that the Professional is available for work outside of the office, and if necessary, outside of office hours if the need arises.
Compensation for stand-by hours only applies for jobs in scales 8 and lower. For scales 9 and higher, no stand-by fees shall be granted.
The following fees apply:
Period Stand-by fee
Monday 00:00 to Saturday 17:00 € 1,80 per hour (low rate)
Saturday after 17:00 and Sundays and holidays € 3,00 per hour (high rate)
The stand-by fee is calculated over time when the Professional is available, but not actively working.
4. Conditions during stand-by
During a stand-by shift, the Professional shall have an internet connection, at the expense of the Supplier.
If a Professional is on stand-by, he/she will start working from the moment he/she is called.
If nothing else is agreed upon, a response time of 20 (twenty) minutes applies.
5. Regular and occasional stand-by shifts
If a Professional has to execute stand-by shifts regularly, this shall be mentioned in the request.
Supplier declares themselves willing to cooperate with stand-by shifts in occasional cases if it arises from the nature of the Assignment, also if this was not mentioned in the request.
6. Additional work
Additional work can only be declared for jobs within scales 8 or lower.
For scales 9 and higher, additional work shall not be compensated.
For these Professionals, the worked hours that can be declared are maximized at the number of contract hours.
7. Working outside office hours
The Client's usual office hours are Monday to Friday from 7:00 o'clock until 22:00 o'clock and Saturdays from 8:00 o'clock until 17:00 o'clock.
The following surcharges apply to working outside office hours at the request of the Client:
Day Hours Surcharge on hourly rate
Monday to Friday 00.00 – 07.00 hrs 20%
Monday to Friday 22.00 – 00.00 hrs 20%
Saturday 00.00 – 08.00 hrs 20%
Saturday 08.00 – 17.00 hrs 10%
Saturday 17.00 – 24.00 hrs 40%
Sunday 00.00 – 24.00 hrs 40%
Holidays 00.00 – 24.00 hrs 80%
New Year's Eve 00.00 – 07.00 hrs 20%
New Year's Eve 20.00 – 24.00 hrs 80%
8. Travel and accommodation expenses
Travel expenses for commuting shall not be declared.
Travel expenses for travelling by request of the Client can be declared, except for the first 1,000 kilometers per month.
Travelling as a result of a stand-by shift is considered to be travelling by request of the Client.
Above the 1,000 kilometers per month, the kilometers the Professional has travelled for business travels, excluding the commuting kilometers, can be declared against a rate of € 0,25 per kilometer.
If possible, business travels shall be made by public transport. The expenses for public transport can be declared.
If the situation arises that compensation is required, the made travel expenses are specified on the therefore intended forms, which shall be signed for accord by the competent manager at the Client.
Supplier sends the signed specification along with the invoice.
Accommodation costs the Professional makes at his own initiative or at the Supplier's initiative cannot be charged.
Accommodation costs at the request of the Client shall be for the Client's account.
If the Client cannot facilitate accommodation, the Supplier shall charge a maximum of € 80,- per day.
These accommodation costs are based on the actual costs.
These costs shall be communicated in advance (based on the invoice) and can only be charged after consultation and approval of the Client.
9. Obligatory days off
The Client is able to appoint obligatory days off for the Professional.
The Professional shall not work on an obligatory day off and these days shall not be declared.
In exceptional cases, the hiring manager can decide that the Professional may perform work if this is necessary for the continuity.
In that case, the applicable fee regulation applies for the hours worked.
10. Rate adjustment after 24 months
In the event of a renewal, the Parties can consult about changing the rate at the request of the Supplier if the total deployment of a Professional (including renewals) has lasted for more than 24 months.
Article 3 – Start, Termination and Termination Notice of Assignments
1. Termination by Supplier
The Assignment cannot be terminated by the Supplier, unless the Client approves this in writing.
2. Termination by Intermediary
The Assignment can be terminated by the Intermediary, respecting a termination notice of 28 days.
In the event of an intermediate termination, the actual costs until the end date of the terminated Assignment will be invoiced.
Client and Intermediary are not liable for any further costs or damage.
3. Immediate termination
Client and Intermediary have the right to rescind this agreement wholly or partly with immediate effect, without a notice of default and without prior judicial intervention, when:
Supplier makes promises to the Client's employees or gives them gifts or provides services for the purpose of moving them to act or omit in contrary to their duty;
the umbrella agreement between the Client and Intermediary ends, regardless of the reason;
Supplier fails to comply with the applicable laws and regulations;
Client gets instructions from a competent supervisory authority to terminate the Assignment;
shares in or the decisive vote of the Supplier's company are transferred to a third party;
the Client notices that the Professional acts in violation of laws and/or regulations, the codes of conduct and the Client's regulations.
4. Tacit renewal
If the Assignment is not expressly in writing renewed, but the Professional keeps providing work, with approval of both Parties, the Assignment is considered to be silently renewed for a period of one calendar month every time.
When the agreement between Intermediary and Client ends, the Assignment between Supplier and Intermediary will end as well, unless indicated otherwise, or unless the obligations will be transferred to a third party.
5. Follow-up work
After the term of the Assignment, the Supplier ensures that a Professional will be available for a maximum of 3 (three) months after the end date of the Assignment for follow-up work.
Follow-up work is defined as the transition of work, completion of tasks, transition of information, etc.
Follow-up work is organized in consultation with the Supplier, respecting the work for which the Professional is hired at that moment and can be charged against the same rate as during the Assignment.
Article 4 – Takeover Clause
1. Takeover of the Professional
If a Professional wishes to enter into an employment contract with the Client, the Supplier shall not obstruct this.
If a Professional does not have an employment contract (any longer) with the Supplier, it is allowed for the Client to hire the Professional through another Party.
Supplier shall not obstruct this, in particular by not invoking a non-compete clause or another contractual clause.
The Client is free to hire a Professional free of charge one year after the start of work for the Client.
When an Assignment has ended, a Professional may enter into service of the counterparty free of charge, also when the Client does not use the right to renew the Assignment.
If the Professional enters into service within a year after the start of work for the Client, the overtaking Party shall pay a reasonable compensation as defined in art. 9a of the Law on the allocation of labor by intermediaries (abbreviated Waadi in Dutch), which will be established in consultation.
This does not apply when agreed in advance with the Supplier that the concerned Professional(s) may be overtaken by the Client.
Article 5 – Liability
1. Direct and indirect damages
If the Supplier fails to comply with an obligation arising from the Assignment, the Supplier will compensate for the direct damages suffered by the counterparty, unless the shortcoming cannot be attributed to the Supplier.
The liability for direct damages under this article is limited to the following amounts:
EUR 200,000; or
150% of the totally invoiced amounts under the concerned transaction agreement in the period of 12 months prior to the damaging event.
The liability for indirect damages is excluded.
Indirect damages are defined as: loss of profit, loss of data and immaterial damage.
2. Death, injury and property damage
Supplier is liable for the damage related to death, injury or property damage, suffered by the counterparty or its employees, and originated by attributable action or omission by oneself or the hired Professional.
The liability under the first sentence of this paragraph and the liability of the Supplier for damages that are not covered by the liability as mentioned in Article 7.1 is limited to the amount of EUR 1,000,000 (one million euros) per event or a series of related events.
Article 6 – Compliance
1. Expertise, education and Permanent Education
Supplier guarantees, depending on the role/job of the hired Professional, that the following regulations/requirements regarding the expertise and education are met, both at the start and during the Assignment:
The Professional shall maintain their expertise at the expense of the Supplier through Permanent Education (PE).
The Professional is at the start of the Assignment demonstrably permanently current (PC).
The Professional that provides investment advice or provides information about financial instruments (amongst others, for example securities and derivatives), structured deposits, investment services or side services complies with the (minimal) norms with respect to knowledge and abilities as elaborated in the ESMA-guidelines.
The Professional shall obtain accredited educations, including following the PE for this.
Depending on the job, the Professional shall have an active registration in one of the DSI registers.
It is the responsibility of the Supplier that deployed candidates at the Client comply with the Wft and PE requirements and are demonstrably Permanently Current.
Demonstrable is defined as the presence of actual proof of the candidate complying with Permanently Current.
Regarding this, the Supplier shall, at the first request, cooperate fully with an audit.
At the start of a deployment of a Professional for a job that has to comply with the ESMA-guidelines, the Professional shall deliver a statement about meeting the demanded work experience.
If it turns out during an audit that a Professional does not comply, the costs for a follow-up audit will be for the Supplier's account.
2. Risk & Compliance training
For each Professional at the Client, it applies that he or she shall follow a couple of obligated subjects in the field of Risk & Compliance through an e-learning.
These e-learnings are developed by the Client and the obligation to finish these within 3 months after starting date also applies to external employees.
It is possible that in some cases obligated educations which are not developed by the Client should be followed.
If this education is not completed successfully, the Intermediary has the right to terminate the Assignment with immediate effect.
3. Banker's oath and disciplinary statement
For employees within the financial sector it is lawfully obligated to take the banker's oath and disciplinary statement.
All internal and external employees of the Client take the oath within three months after the start of the employment/starting date of the Assignment at the Client.
By doing this, they commit themselves to the Code of Conduct of the banking sector and subject themselves to the disciplinary law of the Banking sector.
A Professional that violates the Code of Conduct can be held legally accountable by disciplinary law.
Refusal of taking and signing the oath leads to immediate termination of the Assignment.
4. Additional services and conflicts of interest
Supplier shall not deploy a Professional to the Client if the Professional provides additional services that may lead to a conflict of interest with the duties and responsibilities connected to the work with the Client.
Supplier ensures that the Professional shall report relevant additional functions to his/her contact person within the Client.
5. Private Investment Transactions
The regulation Private Investment Transactions (PIT) might apply to the Professional.
This regulation shall be provided to the Supplier.
These provisions apply in any case for 'experts' as defined by the PIT.
The Supplier shall inform every Professional prior to the deployment.
The Client shall indicate in the quotation request whether the provisions for 'insiders' apply to the to be employed Professional.
Professionals to whom the PIT's insider regulation applies receive, before the start of the deployment, an instruction according to the PIT.
If the Professional does not comply with the obligations from the regulation Private Investment Transactions, the corresponding sanctions might be put in motion.
Article 7 – Confidentiality
1. Breach of confidentiality
If the Client or Intermediary can prove a breach of the arrangements in Article 10 of the General Terms or the Client's Confidentiality Statement by the Supplier and/or their Professional, the immaterial damages the Client has suffered are considered to be € 50,000,- per event, unless the Supplier can prove that the immaterial damage was lower or the Client can prove this damage was higher.
One and the other apply without prejudice to all other rights of the Client, among which the right to performance and/or compensation of the actual suffered damage.
Article 8 – Screening
1. Screening of the Professional
The Professional will be assessed by the Client on their reliability and expertise by means of a Screening (as defined under 2).
The Supplier guarantees that it will instruct the Professional to cooperate in the Screening before introducing him/her to the Client, whether or not via Intermediary.
The work can only start when the Screening of the Professional has been completed without objections.
Intermediary will provide additional information regarding the Screening prior to the Screening.
2. Definition of Screening
"Screening" is defined as follows:
The process carried out by the Client to determine whether a Professional meets the integrity and eligibility criteria as required by the Client.
3. Execution of Screening
The Screening is carried out on behalf of the Client by the PES supplier contracted by it at the time that the Client has pre-selected a candidate proposed to it.
The Screening will be completed prior to the start date of the Assignment.
4. Costs of Screening
The Professional must pay the costs for the Screening directly to the PES supplier designated by the Client in advance in order to be able to start the Screening process.
After payment, the Professional may submit a request for reimbursement to the Supplier.
Neither the Client nor the Intermediary is involved in this compensation process.
5. Delays caused by external parties
Specific checks within the screening process, such as obtaining a Certificate of Good Conduct (VOG), diploma verification and reference checks at former employers, depend on external parties (e.g. government agencies, educational institutions and previous employers).
The Client/Intermediary and the PES supplier have no influence on the lead times of these parties.
If delays occur as a result of these third parties, neither party will bear the associated costs.
This is a shared risk that is inherent in doing business and that must be accepted and managed jointly.
6. Exceptions for extended screening periods
Although delays are considered a shared risk by external parties, certain parts of the screening process are subject to the following exceptions to the previous paragraph:
a. Screening Netherlands
If the screening process takes longer than 25 days from the moment that Client has pre-selected a proposed candidate, Client will investigate to determine the cause of the delay and to allocate the relevant costs to the responsible party.
b. International Screening
If the screening process takes longer than 35 days from the moment Client has pre-selected a proposed candidate, Client will conduct an investigation to determine the cause of the delay and allocate the relevant costs to the responsible party.
The Client will only take responsibility if the Supplier can prove that the delay was not caused by the Supplier and provides verifiable evidence to that effect.
Each escalation is assessed individually and designated as an exception to the principle of shared responsibility.
The Client will investigate the cause of the delay and allocate the associated costs accordingly.
7. Required documents and information
Failure by the Professional to provide the required documents, personal details, or sign the Screening consent form may result in delays in starting or completing the Screening.
Such delays are beyond the control of Provider and Intermediary and can affect the onboarding timeline.
The Supplier must ensure that the Professional takes timely action.
8. Right to refuse a Professional
Client reserves the right at all times to refuse a Professional proposed by the Supplier on the basis of the outcome of a Screening.
A refusal may take place if the Professional does not meet the integrity, suitability or quality criteria as set out in the Client's applicable screening policy.
In the event of refusal, the Client/Intermediary is not obliged to reimburse any costs, unless otherwise agreed in writing.
9. Conflicts of interest
Before they are introduced to the Client, the Supplier will have candidates sign a statement confirming that they do not perform any additional positions that could lead to (the appearance of) a conflict of interest with tasks and responsibilities associated with the work within the Client.
The Supplier will cooperate in the execution of all procedures within the Client in connection with the prevention of conflicts of interest and damage to the integrity of Professionals.
10. Re-use of screening documents
When a Professional is re-hired and has not worked for any other client or employer between the Client Assignments, previously obtained screening documents may be re-used.
The Screening itself must always be performed again, but re-use of documents is permitted to reduce administrative effort.
The Self Declaration must always be newly completed for each Assignment.
Other documents, including the Certificate of Conduct (VOG) and the Financial Credibility Check, may only be re-used if the Professional has not had any intermediate employment elsewhere.
If the Professional has worked for another client in the meantime, all screening documents must be renewed to ensure Client maintains a current and complete screening file.
11. Periodic in-employment screening
In addition, a periodical in-employment screening applies to specific target groups.
Professionals in these positions are therefore periodically re-screened.
Managers will timely inform Professionals if in-employment screening is applicable to them.
This screening is dictated by legal provisions (SWAP) and regulations (SWIFT).
The following applies to Professionals residing/working in the Netherlands.
For Professionals residing/working outside the Netherlands, Client will still require the Certificate of Conduct and the Financial Credit Check.
Article 9 – Midlance, Fairlance, Fitlance
1. Prohibition of Midlance, Fairlance and Fitlance
The Supplier is not permitted to use Midlance, Fairlance, Fitlance and similar constructions when deploying Professionals.
When entering into the Assignments, the Supplier guarantees that such constructions are not applicable.
If the Supplier nevertheless enters into Assignments in which such constructions are used, Intermediary is entitled to terminate the Assignment(s) with immediate effect without being liable for damages.
In addition, the Intermediary or the Client is entitled to have the relevant Professionals perform work (in)directly for them, whereby the Supplier cannot claim any compensation nor invoke a clause that restricts the Professional from working for the Client.