Client Specific Terms and Conditions Suppliers APM Terminals

Client Specific Terms and Conditions Suppliers APM Terminals

Version 1 – September 2024

These Client Specific Terms and Conditions (“CSTC”) apply to the Assignments pursuant to which a Professional will perform Work at APM Terminals (including APM Terminals Management & APM Terminals Maasvlakte II). Words written with a capital letter shall have the meaning given to them in the HeadFirst Group General Terms and Conditions for Intermediary Services (Suppliers).

Article 1 Termination

1. Parties may terminate the Assignment prematurely, subject to a written notice period of thirty (30) days.

Article 2 Changes

1. The Client is entitled to request changes in the Assignment, including reductions or increases of the Work.
2. Client’s change request shall contain the following information:

I. description of the desired change;

II. Client’s proposal for the priority to be assigned to the change; and

III. date on which the change request is made.

Article 3 Delay

1. Delay shall be deemed to have occurred on the part of the Supplier if the Work is not provided as agreed by the Supplier according to the milestones or deadlines set out in the Assignment. Any delay shall be considered a material breach of the Assignment.

Article 4 Liability

1. The liability per Assignment shall not exceed three times the fees paid or payable under the Assignment giving rise to the claim or series of claims, but shall never be more than EUR 1,000,000.00.
2. The limitation of liabilities in this clause shall not operate to exclude or limit:

I. the Supplier’s liability for death or personal injury caused by its negligence or the negligence of its employees, or for fraud;

II. the Supplier’s liability for any regulatory fines, penalties, sanctions, interest or other regulatory monetary remedies incurred by Client as a result of the Supplier’s failure to comply with applicable laws; and/or

III. the Supplier's liability for breach of confidentiality, compliance or indemnities.

1. The Supplier’s liability is limited to direct damages. The following shall be deemed direct damages:

I. direct additional operational and administrative costs and expenses;

II. costs related to the procurement or retention of alternative services; and/or

III. costs related to the reconstruction of data.

Article 5 Working Hours

1. Additional hours exceeding an average of forty (40) hours a week may only be invoiced following written approval of the responsible manager at a premium of 125% of the agreed hourly rate.

Article 6 Replacement

1. Supplier is not entitled to replace, remove, reassign, or dismiss any Professionals providing Work. If a Professional is unable to provide Work due to personal circumstances (e.g., illness, leave) beyond Supplier’s control, Supplier has no responsibility for replacement but will ensure swift settlement of outstanding accounts.

Article 7 Confidentiality

1. In the event of a breach of the non-disclosure agreement by the Supplier, the Supplier is obligated to pay a penalty of EUR 25,000.00 per violation. Additionally, the Supplier is liable for an amount of EUR 2,500.00 for each day the violation continues.

Article 8 Certificate of Good Conduct

1. The Supplier must provide a Certificate of Conduct (“VOG”) for the Professional prior to the commencement of the Assignment, which meets the conditions specified in the Assignment.