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Client Specific Terms and Conditions Self-Employed Persons Signify via CGI

 Client Specific Terms and Conditions – Signify via CGI Self-Employed Persons

These Client Specific Terms and Conditions ("CSTC") apply to the Assignment on the basis of which a Self-Employed Person will perform Work at Signify (via CGI) via Intermediary.

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

Article 1 – Intellectual Property Rights

1. Definition of Software

"Software" shall mean the data, software, instructions, reports, results, documentation, and all related information created by the Self-Employed Person under an Assignment for the benefit of the Client, in the broadest sense of the word.

2. Ownership of Software

The Software shall be the exclusive property of the Client, in the broadest sense of the word.

3. Infringement of Intellectual Property Rights

If it is determined, in or out of court, that the use of the Software, or any part thereof, infringes any intellectual property right, and as a result the Client is prohibited from using it, the Self-Employed Person shall, at their own expense and in consultation with the Client, take one of the following measures:

a. procure for the Client the right to continue using the Software or the relevant part thereof;

b. replace the Software or the relevant part thereof with equivalent non-infringing software;

c. modify the Software in such a way that the infringement is remedied; or

d. take back the Software or the relevant part thereof against compensation of costs, damages, and interest, if the aforementioned options are not reasonably feasible.

Article 2 – Liability

1. Liability Limit

The total liability of the Self-Employed Person for damages suffered or to be suffered by the Client as a result of an attributable breach of the Self-Employed Person's obligations shall be limited to compensation for direct damages, up to a maximum of €1,000,000 per incident or series of related incidents.

2. Definition of Direct Damages

"Direct damages" shall be understood to mean exclusively:

a. the reasonable costs incurred by the Client to ensure that the Self-Employed Person's performance complies with the Assignment;

b. the reasonable costs incurred by the Client to determine the cause and extent of the damage;

c. the reasonable costs incurred by the Client to prevent or limit damage, to the extent that the Client demonstrates that such costs limited the damage;

d. damage to property of the Client, as well as damage to natural persons employed by the Client; and

e. that part of the revenue from services rendered by the Client that the Intermediary is required to repay to the Client due to a court or arbitral ruling, insofar as the breach is attributable to the Self-Employed Person.

Article 3 – Termination of Assignments

1. Notice Periods

The Intermediary may, at the request of the Client, terminate an Assignment, in whole or in part, by giving written notice to the Self-Employed Person with a notice period of twenty-five (25) days.

The Self-Employed Person may terminate the Assignment Agreement, in whole or in part, by giving written notice to the Intermediary with a notice period of thirty-five (35) days.

2. Termination Due to Breach

The Intermediary has the right to terminate the Assignment with immediate effect by written notice to the Self-Employed Person, without judicial intervention and without being liable for damages, if the Self-Employed Person, after written notice of default, remains in breach of their obligations under the Assignment for a reasonable period given the circumstances, which shall not exceed ten (10) working days.

3. Evaluation After One Month

An evaluation will take place after one (1) month for each Self-Employed Person.

Based on this evaluation, the Client shall decide whether to continue working with the respective Self-Employed Person for the remainder of the Assignment.

If the Client decides not to continue, the Client is entitled to terminate the Assignment, or part thereof, with immediate effect.

Article 4 – Confidentiality

1. Penalty for Breach

If the Self-Employed Person breaches their confidentiality obligations, the Self-Employed Person shall owe the Client, without prior notice being required:

  • a penalty of €10,000 per breach; and
  • a penalty of €1,000 for each day the breach continues.

This is without prejudice to the Client's right to claim full compensation for damages, costs, and interest.

Article 5 – Force Majeure

1. Consequences of Force Majeure

If the Self-Employed Person fails to meet the agreed arrangements and obligations due to a force majeure situation, the Client/Intermediary cannot invoke the liability provisions in the Assignment.

In such case, the obligations will be suspended until the Self-Employed Person is able to fulfil them as agreed.

2. Definition of Force Majeure

Force majeure shall include:

  • blockades;
  • embargoes;
  • government measures;
  • war;
  • revolution and/or any similar situation;
  • national power outages;
  • fire;
  • explosion;
  • water damage;
  • flooding; and
  • earthquakes.

This excludes any matters and/or failures for which the Self-Employed Person is responsible under the Assignment.

3. Excluded Situations

Force majeure on the part of the Self-Employed Person shall explicitly not include:

  • lack of personnel or Self-Employed Persons;
  • strikes;
  • illness of personnel or Self-Employed Persons;
  • delayed delivery or unsuitability of goods required to perform the work; or
  • liquidity or solvency issues.
Version Details

Document: Client Specific Terms and Conditions – Self-Employed Persons – Signify via CGI
Version: 1
Date: June 2025
Pages: 1 of 2 / 2 of 2