Client Specific Terms and Conditions Koninklijke Ahold Delhaize

 Client Specific Terms and Conditions Koninklijke Ahold Delhaize

These Client Specific Terms and Conditions ("CSTC") apply to the Assignment on the basis of which a Professional of the Supplier will perform Work at Koninklijke Ahold Delhaize via Intermediary.

Capitalized words have the meanings as defined in the General Terms and Conditions for Intermediary Services for Suppliers (GTC) of HeadFirst Group.

Article 1 – General

1. Additional terms and guidelines

The following terms and guidelines apply additionally and form part of the Assignment:

1. Confidentiality and Compliance Statement
2. Travel Policy (only applicable if the Professional resides outside the Netherlands)
3. Code of Conduct
4. Invoicing Procedure
5. Global Information Protection Instructions
6. Office Rules Zaandam

Article 2 – Termination

1. Notice period

The Assignment may be terminated by either Party prematurely, subject to a notice period of four (4) weeks.

2. Immediate termination

The Intermediary has the right to terminate the Assignment with immediate effect, without judicial intervention and without being liable for any compensation, if:

1. the Supplier and/or the Professional, after receiving a written notice of default specifying a reasonable term (in any case, a maximum of two (2) weeks), fails to fulfil its obligations. If performance is permanently impossible, the Intermediary shall be entitled to terminate the Assignment with immediate effect; or
2. the Intermediary has a suspicion of fraudulent activities by the Professional and/or the Supplier.

Article 3 – Replacement

1. Absence and replacement

If a Professional is or will be absent for more than one (1) week, or if such an absence is expected, the Supplier shall inform the Intermediary accordingly.

The Parties shall then consult on whether a replacement for the Professional should be hired to ensure the continuation of the absent Professional’s work.

If the Client deems a replacement necessary, the Supplier shall arrange for such replacement.

Article 4 – Intellectual Property Rights

1. Definition of Software

For the purpose of this CSTC, Software is defined as:

"The data, software, instructions, reports, algorithms, designs, and all other results and documentation obtained by the Client or produced by the Professional in relation to the execution of the Assignment, including all information contained therein, in the broadest sense of the word."

2. Ownership

All (intellectual) property rights related to the Software that exist, arise, or will arise in connection with the performance of the Assignment shall fully belong to the Client.

3. Indemnification

The Supplier shall indemnify the Intermediary and the Client against all claims from third parties arising from alleged infringements of the rights mentioned in paragraph 1.

Additionally, the Supplier shall compensate all direct and indirect costs and damages resulting from such (alleged) infringements, including legal expenses.

4. Third-party claims

If the Client is no longer allowed to use the Software (or any part thereof) due to a third-party claim, the Supplier is obliged to implement one of the following solutions at its own expense, in consultation with the Intermediary and/or the Client:

1. obtaining permission for the continued use of the Software;
2. replacing the relevant Software (or part thereof) with an alternative that does not infringe on third-party rights;
3. modifying the Software to eliminate the infringement; or
4. withdrawing the Software (or the relevant part) against reimbursement of costs, damages, and any interest if the above solutions prove unfeasible.

5. No feasible solution

If it is impossible to implement any of the above solutions, the Intermediary has the right to terminate the relevant Assignment immediately, without any compensation being due to the Supplier and without prejudice to all other rights of the Intermediary and the Client.

6. Licence

If necessary, the Client shall provide the Professional with a temporary, non-exclusive, non-transferable, worldwide licence to use relevant Client materials for the execution of the Assignment.

This licence may be revoked by the Client at any time. The Professional is explicitly prohibited from sharing this licence with others.

Article 5 – Takeover Clause

1. Direct agreement with the Professional

The Client is always entitled to enter into a direct (employment) agreement with the Professional once the Professional has been engaged through the Supplier for at least twelve (12) months under an Assignment with the Client.

In such a case, the Supplier shall:

1. immediately grant full cooperation; and
2. fully release the Professional from any obligations under any non-compete and/or non-solicitation clauses, as well as any associated penalty clauses that may have been agreed upon between the Supplier and the Professional.

Article 6 – Liability

1. Limitation of liability

The Supplier’s professional and business liability is limited per Assignment to direct damages up to an amount of:

• €1,000,000 per incident; and
• €2,000,000 per year.

2. Definition of direct damages

Direct damages are defined as:

1. the reasonable costs incurred by the Client to ensure that the Professional’s performance meets the requirements of the Assignment;
2. the reasonable costs incurred to determine the cause and extent of the damage;
3. the reasonable costs incurred to prevent or mitigate damages;
4. damage to the Client’s property as well as to individuals employed by the Client, to the extent caused by the Professional during the execution of the Assignment;
5. the portion of service-related revenues that the Client must reimburse to its customers due to an attributable failure; or
6. any other damage that could reasonably have been foreseen at the time of entering into the Assignment or at the time of the breach of contract or other damage-causing event.

Version: 1 – February 2025