CLIENT SPECIFIC TERMS AND CONDITIONS FOR THE SELF-EMPLOYED PERSON

1. General
1.1

These Client-Specific Terms and Conditions (CSTC) apply to every engagement of a Self-Employed Person at VodafoneZiggo (Client), where the Self-Employed Person performs work and/or advisory services, including all associated obligations and requirements, as specified in the Assignment (Work). The CSTC originate from the agreement between HeadFirst B.V. (Intermediary) and Client and take precedence over the applicable General Terms and Conditions for intermediary services for Self-Employed Persons HeadFirst (GTC).

1.2

In case of contradictions between the provisions in the following documents, the provisions in the documents mentioned earlier prevail over those mentioned later:

(i) Assignment
(ii) CSTC
(iii) VodafoneZiggo General Purchasing Conditions of February 1, 2018 (GPC Ziggo)
(iv) GTC

(collectively: Assignment Documentation). The same applies to the documents referred to in Article 1.3 of these CSTC.

1.3

Before starting the Assignment, the Self-Employed Person must have received, read, understood, and agreed to comply with all applicable conditions and guidelines of the Client.

If these CSTC do not deviate from or mention the following conditions and guidelines, the provisions in the following conditions and guidelines apply additionally and form part of the Assignment Documentation:

I. Client’s Invoicing Procedure;
II. GPC;
III. Client’s Code of Conduct;
IV. Client’s Non-Disclosure Agreement.

The above documents can always be accessed and downloaded via Select. Furthermore, the Self-Employed Person must comply with local security and safety requirements, including the Risk Inventory and Evaluation (RI&E).

2. Engagement of Self-Employed Persons
2.1

The Self-Employed Person is responsible to the Intermediary for the proper fulfillment of all obligations under the Assignment and all related obligations. The Self-Employed Person indemnifies the Intermediary against any claims in this regard.

2.2

If, in the Client’s opinion, the Self-Employed Person carries out the Work in such a manner that it results in defective work (due to lack of expertise, poor craftsmanship, and/or carelessness by the Self-Employed Person) and/or the result does not meet the expectations as set out in the Assignment, the Client may, despite the fact that the worked hours may have been approved, demand that the Work be re-executed or rectified as soon as possible and at the Self-Employed Person’s expense, so that, in the Client’s opinion, there is no longer defective work and/or insufficient results.

If re-execution or rectification is not possible in the Client’s opinion, the Intermediary, at the Client’s request, may choose to:

I. Terminate the Assignment immediately and have the Work carried out by a third party at the Self-Employed Person’s expense, provided that the work is rectifiable;

II. Terminate the Assignment immediately and claim compensation from the Self-Employed Person.

2.3

Former employees of (affiliated companies of) the Client are not allowed to be hired as Self-Employed Persons within 12 months after the end of their employment contract. If it turns out that a Self-Employed Person has concealed their employment history with the Client in violation of the above, the Intermediary has the right to terminate the Assignment immediately without being liable for damages.

2.4

The Self-Employed Person will use their own equipment (BYOD). The following applies:

I. If required, the Client will grant the Self-Employed Person access to the Client’s network when the Self-Employed Person meets the requirements and standards set by the Client. The Self-Employed Person is obliged to comply with relevant laws and regulations, security guidelines, minimum standards, and guidelines of the Client, as well as any instructions issued by the Client at any time.

II. If the Self-Employed Person becomes aware of a fact or circumstance that may adversely affect the integrity and security of the Client’s systems, data, or otherwise, the Self-Employed Person must immediately inform the Client.

III. The Self-Employed Person is liable for any damages suffered by the Client or third parties as a result of actions or omissions in this clause.

IV. The Client’s liability for damage to the Self-Employed Person’s own equipment (BYOD) is excluded unless there is intent or gross negligence on the part of the Client.

2.5

If the Self-Employed Person does not comply with Article 2.3 due to the use of no, insufficient, or insufficiently functioning equipment, this may result in the Work not being performed adequately (in the Client’s opinion).

In such a case, the Intermediary or Client will notify the Self-Employed Person within eight (8) weeks after the start of the Assignment and provide a (short) period to replace the defective equipment.

If the Self-Employed Person does not or cannot adequately comply with this request, the Intermediary or Client may:

(i) deny the Self-Employed Person the opportunity to perform the Work; or

(ii) terminate the Assignment immediately,

unless the notification was not made in time.

If the use of the Client’s equipment is necessary for the execution of the Work, as determined by the Client, the Self-Employed Person will owe a reasonable fee for this. This fee is deemed to be included in the rate.

If the Self-Employed Person receives items such as a laptop, phone, etc., from or on behalf of the Client, the Self-Employed Person must handle these items with due care. Upon termination of the Work or at the first request of the Client or Intermediary, the Self-Employed Person must return all provided items within 24 hours. Any damage to the mentioned items may be recovered from the Self-Employed Person.

2.6

The Self-Employed Person is free to be replaced by another person in performing the Work. The Self-Employed Person must notify the Intermediary and Client in advance of the replacement.

The Client and Intermediary do not have the right to refuse the replacement, except based on objective qualifications, which are established in the request or attached to the Assignment.

The replacement of a Self-Employed Person will not result in additional costs for the Client or Intermediary for, for example, a transfer period or knowledge transfer. The parties will determine the duration of the transfer period and the reimbursement of any additional costs of this replacement in mutual consultation.

2.7

The Client has the right to unilaterally (interim) reduce the applicable number of hours per week in the Assignment at any time. The Client will not unreasonably exercise this right and will strive to engage the Self-Employed Person for the originally planned hours as much as possible, without being obligated to do so.

In certain cases, the duration of the Assignment may be adjusted with the mutual consent of both Parties.

If the number of weekly hours is unilaterally reduced by more than 20% by the Client, the Self-Employed Person has the right to terminate the Assignment immediately without being liable for damages.

3. Warranties and Obligations of the Self-Employed Person
3.1

Before the start of the Work, the Self-Employed Person must send a written statement to the Client and/or Intermediary confirming compliance with the Code of Conduct and Anti-Corruption Policy. The most recent versions can be found at:

https://www.vodafoneziggo.nl/en/samenleving/code-conduct/

3.2

The Self-Employed Person guarantees that the Work will be performed with the highest level of care and professionalism. Any attributable shortcomings in the Work must be rectified immediately at the Self-Employed Person’s own expense upon request by the Client or Intermediary.

4. Duration and Termination of the Assignment
4.1

The maximum engagement period for a Self-Employed Person is six (6) months, with the possibility of an extension up to a maximum of twelve (12) months. After twelve (12) months, the reason for the engagement must be reconsidered, and a new request must be submitted for an extension.

4.2

Notwithstanding the provisions of the previous paragraph, the Intermediary is entitled to terminate an Assignment in writing at any time:

I. With immediate effect during the first twelve (12) calendar days of the engagement period as stated in the Assignment; or

II. Thereafter, with a notice period of twelve (12) calendar days.

4.3

OnvermNotwithstanding the provisions in the GTC or these CSTC, the Intermediary is entitled to terminate the Assignment, in whole or in part, with immediate effect without further notice and without judicial intervention if the Self-Employed Person fails to fulfill an obligation under the Assignment, unless the breach does not justify termination with its consequences.

4.4

If the Client can reasonably substantiate that a Self-Employed Person does not meet the Client's requirements, the Intermediary has the right to either terminate the Assignment immediately without being liable for damages or request the Self-Employed Person to present a suitable replacement within two (2) weeks.

If the Client deems the proposed replacement unsuitable, the Intermediary has the right to terminate the Assignment immediately without being liable for damages.

5. Payment
5.1

Payment shall be made within thirty (30) days from the invoice date.

6. Remuneration
6.1

Self-Employed Persons may record a maximum number of hours as agreed upon in the Assignment. If more hours are recorded than agreed, this does not automatically entitle the Self-Employed Person to additional compensation, unless otherwise explicitly agreed in writing with the Intermediary.

6.2

If a fixed daily fee has been agreed upon for a Self-Employed Person, the Intermediary is obligated to pay this daily fee for each day the Self-Employed Person has performed Work for a minimum of eight (8) hours, regardless of the actual number of hours worked.

If the worked days fall within the agreed number of days per week, as specified in the Assignment, paragraph 6.6 of this article does not apply.

For hours or days worked beyond the agreed number of days per week, paragraph 6.1 of this article remains fully applicable, where the standard hourly compensation is calculated by dividing the agreed daily rate by eight (8).

6.3

The Self-Employed Person is not allowed to accept or request commissions, allowances, or compensations—directly or indirectly—from employees or organizations with whom there is (or may be) a working relationship during the Assignment.

7. Liability and Idemnification
7.1

The Self-Employed Person indemnifies the Intermediary against all damages suffered by the Client and/or Intermediary, including costs and statutory interest, as well as fines and surcharges arising from the WKA (Chain Liability Act), the Wav (Foreign Nationals Employment Act), and the WAS (Fair Work Act).

7.2

If direct damages occur due to non-performance, legal violations, unlawful acts, or negligence, the liability of the Self-Employed Person for such damages shall be limited to the events specified in this article:

I. Damage due to death or bodily injury, up to a maximum amount of €1,000,000 per event or related series of events;

II. Material damage to physical, movable property, up to a maximum amount of €1,000,000 per event or related series of events.

If multiple events occur within a calendar year as described above, the maximum liability for damages is limited to €2,000,000.

If multiple claims are made and these jointly exceed the per-event maximum amounts mentioned, the claims will be paid out up to the stated maximum.

7.3

The Self-Employed Person ensures that they maintain adequate business liability insurance during the Assignment with a minimum coverage of €2,000,000.

Upon request, the Self-Employed Person must provide the Client with proof of coverage. The liability of the Self-Employed Person regarding consequential damages is limited to the aforementioned €1,000,000.

7.4

The Self-Employed Person ensures that they maintain adequate professional liability insurance during the Assignment with a minimum coverage of €450,000.

Upon request, the Self-Employed Person must provide the Client or Intermediary with proof of coverage. The liability of the Self-Employed Person regarding consequential damages is limited to the insured amount mentioned above.

7.5

Under no circumstances shall the Client or Intermediary be liable for indirect or consequential damages suffered by the Self-Employed Person, including but not limited to reputational damage, loss of business time, damages from customers or suppliers, or intangible damages.

8. Collection and legal costs
8.1

If the Self-Employed Person fails to fulfill their obligations under the Assignment, even after a written notice of default with a reasonable remedy period, all reasonable costs incurred for obtaining compliance in and out of court shall be borne by the Self-Employed Person.

CSTC VodafoneZiggo version 1 - 2023