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Client Specific Terms and Conditions Self-Employed Persons ASML

 Client Specific Terms and Conditions Self-Employed Persons – ASML

Version: 1 – June 2024
Client: ASML Netherlands B.V.
Intermediary: Intermediary / HeadFirst Group

General provisions

These Client Specific Terms and Conditions ("CSTC") apply to the Assignment on the basis of which a Self-Employed Person will perform Work at ASML Netherlands B.V. through Intermediary.

Capitalized words have the meaning as defined in the General Terms and Conditions for Intermediary Services for the Self-Employed (GTC) of HeadFirst Group.

Article 1 – Invoicing method
  1. Invoicing will take place in accordance with the invoicing conditions for the Client and as included in the digital file of the Self-Employed Person.
  2. Self-Employed Person is required to register the hours in the system operated by Client for this purpose. Hours entered into the system are assessed weekly by Client, after which, following approval by the Client’s hiring manager, a Service Entry Sheet ("SES") is sent to Intermediary, which will serve as the basis for invoices. The Client uses Self-billing.
  3. Self-Employed Person is responsible for the correctness of the invoice and shall check the correctness thereof against the SES sheet provided by Client without delay. Self-Employed Person shall inform Client (through Intermediary) within 45 calendar days from the date of notification that the invoice has been generated if the invoice is not correct. If Self-Employed Person fails to inform Client within the aforementioned time frame, the invoice shall be deemed to be correct and Self-Employed Person forfeits its right to claim in that respect. In the event Parties jointly determine that the invoice is incorrect, Self-Employed Person will follow the process as specified in the Supplier Manual.
  4. Self-Employed Person is responsible for obtaining approval of the hours, as described under section 1.2. If hours are registered or approved late, this will be at Self-Employed Person’s expense and risk.
  5. Self-Employed Person will only receive payment for the hours stated in the SES, at the rate applicable to the Assignment. If Self-Employed Person has the opinion that the hours stated in the SES are not complete or correct, Self-Employed Person will follow the process as specified in the Supplier Manual.
  6. Self-Employed Person will provide Intermediary/Client – at Client's first request – with access to the time records in order to verify that the systems of Client and Self-Employed Person are correctly interfaced. In the event of a discrepancy, Client’s time records will take precedence.
Article 2 – Additional Documentation
  1. The provisions in the following documents apply in addition and form part of the Assignment: a. Signed NDA;
    b. Signed Code of Conduct;
    c. Supplier Manual;
    d. Pre-employment check (PES) as described in the Supplier Manual;
    e. Timewriting Manual;
    f. Billing process.

The above-mentioned documents can be viewed and downloaded from the Platform at any time.

Article 3 – Rates
  1. Rate change is only possible when Client requests a significant change of an Assignment and this needs to be exclusively confirmed in writing by Client.
  2. Rate change resulting from a change of Assignment will not be applied with retrospective effect and will be effective when an updated Assignment has been received by the Self-Employed Professional with confirmation of the date of change and new rate.
Article 4 – Execution of Work
  1. The Self-Employed Person shall act in accordance with the Supplier Manual and the procedures that are in force at Client, such as safety regulations, with which the Self-Employed Person shall independently familiarize himself or herself.
  2. Before the start of an Assignment, the Self-Employed Person is required to provide Client (through Intermediary) with all necessary information as stated in the Supplier Manual, signed confidentiality agreement and Code of Conduct and, if legally required, a work or residence permit, at least ten (10) working days before the start date of the Assignment. If the necessary documents are not approved by Client or not provided in a timely manner to Client (through Intermediary), Client/Intermediary reserves the right to deny the Self-Employed Person access to the premises and to refuse the Self-Employed Person permission to start the Work. Client/Intermediary shall not be liable towards Self-Employed Person for any delay in commencement of the Assignment.
  3. Client will issue the Self-Employed Person with an admission pass. The Self-Employed Person must carry this admission pass visibly with him or her at all times when present at the Client’s location. If, following completion of the Assignment, the Self-Employed Person does not return the pass to Client or returns it damaged, Self-Employed Person will compensate any relevant costs.
  4. To maintain continuity, the Self-Employed Person’s holiday or leave needs to be approved upfront by the responsible person of the Client.
Article 5 – Termination and Notice Periods of Assignments
  1. The Assignment has an end date as stated or sooner if the Work is completed prior to the end date. The Assignment will be terminated with due observance of the applicable notice periods.
  2. Intermediary reserves the right to unilaterally extend the Assignment under identical conditions unless the Self-Employed Person has notified Client (through Intermediary) that Self-Employed Person will not extend the Assignment three (3) months prior to the expiry date of the Assignment. Client will endeavor to provide clarity (through Intermediary) about whether the Assignment will be extended four (4) weeks prior to the end of the Assignment.
  3. Intermediary reserves the right to unilaterally terminate the Assignment in writing, observing a notice period of one (1) calendar month. Self-Employed Person is not entitled to terminate the Assignment.
Article 6 – Working Abroad
  1. During the term of the Assignment, Client reserves the right to have the Self-Employed Person work abroad. Self-Employed Person is responsible for sufficient insurance during the period that he or she works abroad.
  2. In the event a Self-Employed Person is required to work abroad, Client will arrange for the application for the necessary work permit and visa.
Article 7 – Qualification and Training
  1. Self-Employed Person ensures that (s)he is qualified for carrying out the Assignment and Self-Employed Person remains responsible for his/her development and covers the costs of training and development.
  2. If Client requires the Self-Employed Person to follow a Client-specific training, Client shall arrange and cover the costs of such training. The training costs, including training hours, will not be reimbursed by Client if the Self-Employed Person does not successfully complete the training.
Article 8 – WBSO Funds
  1. WBSO (Wet Bevordering Speur en Ontwikkelingswerk) is an act that provides a fiscal facility for companies and self-employed persons who perform research and development work.
  2. Self-Employed Person shall agree that if (s)he intends to apply for WBSO funds, this will be done via the Client WBSO process, as detailed in the Supplier Manual, to avoid sharing IP-related or confidential information with a third party.
  3. The Client WBSO team facilitates the data-gathering process and undertakes best efforts to obtain WBSO funds for Self-Employed Person if working on research and development projects. Nevertheless, Self-Employed Person remains responsible for the entire WBSO application toward the Dutch government at all times.
  4. Parties agree to share the granted WBSO funds, including the fixed sum for costs and expenses (so-called "forfait"), as follows: 25% for the Self-Employed Person and 75% for ASML. When the Dutch government retracts granted funds, none of the parties involved need to compensate Client. In case Self-Employed Person has already issued a credit note to Client (through Intermediary), the Self-Employed Person will be reimbursed by Client.
  5. Self-Employed Person is responsible for the payment of any given fines, unless this is caused by Client, which needs to be proven by Self-Employed Person.
  6. In the event a WBSO fund is granted, Self-Employed Person shall be entitled to an administrative fee of €125.00 ex VAT. Self-Employed Person shall deduct the fee from the credit note for the WBSO fund.
Article 9 – Audit
  1. Intermediary will make use of its audit right no more than once a year, unless: a. Intermediary has a reasonable cause to carry out an audit more frequently and Client has informed Self-Employed Person (through Intermediary) of such reasons in writing and Self-Employed Person has not taken any corrective or further preventive measures; or b. Intermediary is required to carry out an audit in connection with an audit at Client itself, when requested by Client, or if necessary to meet an existing obligation for Client with third parties.
  2. Client will announce an audit (through Intermediary) at least five (5) working days in advance and indicate who will perform the audit. The audit will be carried out during normal working hours at Self-Employed Person’s premises, when possible. Self-Employed Person will provide Intermediary (and/or Client) with all necessary cooperation, including granting access to its company premises and administrative systems.
Article 10 – Confidentiality and Intellectual Property
  1. Upon the first request of Client, the Self-Employed Person shall without delay: a. return all copies, samples and extracts of, and all other physical media containing confidential information; and b. delete or destroy, and have deleted or destroyed, all automated data containing the confidential information.
  2. Self-Employed Person relinquishes the personality rights provided for in paragraph 1a of Article 25 of the Dutch Copyright Act of 1912, as well as the personality rights provided for in paragraphs 1b and 1c of the Copyright Act of 1912, where this relates to modification of the work or its nomenclature.
Article 11 – Non-Competition
  1. After termination or expiration of the Assignment, the Self-Employed Person may not be employed or provide services in any other way at a competitor of Client, unless the relevant Assignment is terminated or expired for at least one (1) year or if Client has given express written consent, which is not to be unreasonably withheld.
Article 12 – Miscellaneous
  1. Self-Employed Person will confirm the details of the Assignment provided by Intermediary and return the signed Code of Conduct and NDA within two working days. Self-Employed Person will ensure that all contractual agreements will be arranged before the start date of the Assignment. In case Self-Employed Person is not able to arrange the contractual agreements before the start date, Self-Employed Person will consult Intermediary at the latest two working days before the starting date.
Document Information
  • Document: Client Specific Terms and Conditions Self-Employed Persons ASML
  • Version: 1
  • Date: June 2024
  • Client: ASML Netherlands B.V.
  • Target group: Self-Employed Persons
  • Intermediary: Intermediary / HeadFirst Group