Client Specific Terms and Conditions Suppliers ASML

Client Specific Terms and Conditions – Suppliers ASML

Client: ASML Netherlands B.V.
Intermediary: HeadFirst Group / Intermediary
Applicable to: Suppliers providing Professionals to ASML through the Intermediary
Version: 1
Date: June 2024
Document type: Client Specific Terms and Conditions (CSTC)

Overview

These Client Specific Terms and Conditions ("CSTC") apply to Assignments under which a Professional of a Supplier performs Work at ASML Netherlands B.V. through the Intermediary.

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

The documents and requirements described below form part of the Assignment.

1. Invoicing Method
1.1 Invoicing

Invoicing takes place in accordance with the Client's invoicing conditions as included in the Supplier's digital file.

1.2 Time Registration and Self-Billing

All Professionals must register their hours in the system operated by ASML for this purpose.

The hours entered into the system are reviewed weekly by ASML. Following approval by the Client's hiring manager, a Service Entry Sheet (SES) is sent to the Intermediary. The SES serves as the basis for invoicing.

ASML uses Self-billing.

1.3 Invoice Verification

The Supplier is responsible for the correctness of the invoice and must verify the invoice against the SES provided by ASML without delay.

If the invoice is incorrect, the Supplier must inform ASML through the Intermediary within 45 calendar days from the date on which the Supplier was notified that the invoice was generated.

If the Supplier does not notify ASML within this period:

the invoice is deemed to be correct; and
the Supplier forfeits its right to submit a claim in relation to that invoice.

If the Parties jointly determine that an invoice is incorrect, the Supplier must follow the procedure specified in the Supplier Manual.

1.4 Responsibility for Hour Approval

The Supplier and the Professional are responsible for ensuring that hours are properly registered and approved.

If hours are registered or approved late, this is at the Supplier's expense and risk.

1.5 Payment of Hours

The Supplier will only receive payment for the hours stated in the SES and at the rate applicable to the Assignment.

If the Supplier believes that the hours stated in the SES are incomplete or incorrect, the Supplier must follow the procedure specified in the Supplier Manual.

1.6 Time Record Verification

At the Client's first request, the Supplier must provide the Intermediary and/or Client with access to its time records.

This is intended to verify that the Client's and Supplier's systems are correctly interfaced.

In case of a discrepancy, the Client's time records prevail.

2. Additional Documentation

The following documents apply in addition to the CSTC and form part of the Assignment:

Signed NDA;
Signed Code of Conduct;
Supplier Manual;
Pre-Employment Check (PES), as described in the Supplier Manual;
Timewriting Manual;
10% Tool and Regulation;
Billing Process.

These documents can be viewed and downloaded from the Platform at any time.

3. Rates
3.1 Rate Changes

A rate change is only possible when the Client requests a significant change to the Assignment.

The rate change must be confirmed exclusively in writing by the Client.

3.2 Effective Date of Rate Changes

A rate change resulting from a change to the Assignment will not apply retrospectively.

The new rate becomes effective once the Supplier has received an updated Assignment confirming:

the date of the change; and
the new rate.
3.3 Gross Bonus

If a Professional is eligible for a gross bonus, the bonus will be paid with a 1.3 factor.

The Supplier agrees to pay the gross amount directly to the Professional.

3.4 Rosters, Shifts and Time Registration

The Supplier is responsible for explaining the following to all Professionals working at the Client:

rosters;
shifts;
time registration rules.
3.5 10% Regulation and Collective Labour Agreement

The collective labour agreement applicable to the Client's activities is the Metalelektro CAO.

Based on this collective labour agreement, the Client has obligations regarding the remuneration provided by the Supplier to Professionals working at the Client.

The Supplier guarantees that its Professionals working at the Client are compensated in accordance with the 10% Regulation, as specified in the Supplier Manual.

3.6 Non-Compliance

If the Supplier fails to comply with the requirements of this Article, the Intermediary reserves the right to terminate the Assignment(s) between the Parties:

with immediate effect; and
without observing a notice period.
4. Overtime and Standby
4.1 Rosters and Shifts

When a Professional works according to a roster or shift, standard working hours may be distributed differently throughout the week.

Rosters are specified in the Supplier Manual.

Where applicable, a roster or shift may result in additional compensation for the Professional. The applicable rates per activity are specified in the Assignment.

4.2 Overtime

Hours worked in addition to the standard hours within a roster are considered overtime.

Overtime is only permitted when it has been pre-approved in writing by the Professional's direct superior at the Client.

4.3 Standby

The Client may ask a Professional to perform standby shifts.

If a standby shift results in actual work, the hours worked will be paid according to the rates specified in the Assignment.

4.4 Differences in Contractual Conditions

Any differences between:

the contractual conditions agreed between the Supplier and the Professional; and
the conditions applicable between the Supplier and the Intermediary

are at the Supplier's risk.

The Intermediary will not compensate the Supplier for any resulting differences or additional costs.

5. Execution of the Work
5.1 Compliance with Client Procedures

The Supplier guarantees that the Professional will work in accordance with:

the Supplier Manual;
procedures applicable at the Client;
applicable safety regulations.

The Supplier is responsible for ensuring that the Professional is familiar with these requirements.

5.2 Documentation Before Start Date

At least 10 working days before the start date of the Assignment, the Supplier must provide the Client through the Intermediary with all information and documentation required under the Supplier Manual.

This includes:

all required information specified in the Supplier Manual;
a signed confidentiality agreement;
a signed Code of Conduct;
a work or residence permit, if legally required.

If the required documents are not approved by the Client or are not provided on time, the Client/Intermediary reserves the right to:

deny the Professional access to the premises; and/or
refuse the Professional permission to start the Work.

The Client/Intermediary will not be liable to the Supplier or Professional for any resulting delay in the commencement of the Assignment.

5.3 Admission Pass

The Client will issue an admission pass to the Professional.

The Professional must visibly carry the admission pass at all times while present at the Client's location.

If the Professional does not return the pass after completion of the Assignment, or returns it damaged, the Supplier must compensate the Client for the relevant costs.

5.4 Holiday and Leave

The Professional's holiday or leave must be approved in advance by the Professional's direct superior at the Client.

6. Termination and Notice Periods
6.1 Assignment End Date

The Assignment ends on the end date stated in the Assignment, or earlier if the Work is completed before that date.

The Assignment must be terminated in accordance with the applicable notice periods.

6.2 Extension

The Intermediary reserves the right to unilaterally extend the Assignment under identical conditions.

This does not apply if the Supplier has notified the Client through the Intermediary, at least 3 months before the expiry date, that the Supplier will not extend the Assignment.

The Client will use reasonable efforts to provide clarity, through the Intermediary, regarding an extension approximately 4 weeks before the end of the Assignment.

6.3 Termination by Intermediary

The Intermediary may terminate the Assignment unilaterally in writing with a notice period of 1 calendar month.

6.4 Professional Leaves Supplier

If the Professional terminates their employment with the Supplier, the Supplier must terminate the corresponding Assignment in writing with a notice period of 1 calendar month.

6.5 Professional Moves to Another Client

If the Professional remains employed by the Supplier but will no longer work for the Client because they will work for another client, a notice period of 3 calendar months applies.

The Assignment may only be terminated earlier if the Client provides written permission through the Intermediary, in accordance with the procedure described in the Supplier Manual.

7. Working Abroad
7.1 International Work

During the term of the Assignment, the Client reserves the right to have the Professional work abroad.

The Supplier is responsible for ensuring that the Professional is sufficiently insured during the period of international work.

7.2 Work Permit and Visa

If a Professional is required to work abroad, the Client will arrange the application for the necessary work permit and visa.

8. Takeover Clause
8.1 Takeover After 12 Months

If the Client intends to take over a Professional from the Supplier, this intention will be stated in the Assignment.

In that case, the Professional will be taken over by the Client after 12 months from the effective date of the Assignment, without any costs or additional actions being required.

8.2 Client Decides Not to Take Over

The Client may decide not to take over the Professional.

The Client must inform the Supplier through the Intermediary and the Professional of this decision no later than 2 months before the end of the 12-month period.

8.3 Takeover Not Originally Specified

If the Client did not indicate in the Assignment that it intended to take over the Professional but later decides to do so, the Parties will negotiate the terms of the takeover in good faith.

8.4 Direct Application by Professional

Nothing in this Article prevents a Professional from independently applying for an open permanent position at the Client.

The Client remains free to employ or offer permanent employment to such a Professional.

9. Qualification and Training
9.1 Qualification and Development

The Supplier must ensure that the Professional is qualified to perform the Assignment.

The Supplier remains responsible for the Professional's development and bears the costs of training and development.

9.2 Client-Specific Training

If the Client requires the Professional to complete Client-specific training, the Client will arrange and cover the costs of that training.

Training costs, including training hours, will not be reimbursed by the Client if the Professional does not successfully complete the training.

10. WBSO Funds
10.1 WBSO

WBSO (Wet Bevordering Speur- en Ontwikkelingswerk) is a Dutch tax incentive for companies and self-employed persons performing research and development activities.

10.2 WBSO Process

The Supplier must agree with the Professional that, if the Professional intends to apply for WBSO funds, the application will be handled through the Client's WBSO process as described in the Supplier Manual.

The purpose is to prevent IP-related or confidential information from being shared with third parties.

10.3 Responsibility for WBSO Application

The Client's WBSO team facilitates the data collection process and makes reasonable efforts to obtain WBSO funds for Professionals working on research and development projects.

The Supplier remains fully responsible for the WBSO application to the Dutch government.

10.4 Distribution of WBSO Funds

Granted WBSO funds, including the fixed sum for costs and expenses (the forfait), are distributed as follows:

25% to the Professional
75% to ASML

If the Dutch government withdraws granted WBSO funds, none of the parties involved is required to compensate the Client.

If the Supplier has already issued a credit note to the Client through the Intermediary, the Supplier will be reimbursed by the Client.

10.5 Fines

The Supplier must arrange that the Professional is responsible for the payment of any applicable fines.

This does not apply where the fine was caused by the Client, which must be demonstrated by the Supplier.

10.6 Administrative Fee

If a WBSO fund is granted, the Supplier is entitled to an administrative fee of €125.00 excluding VAT per Professional.

The Supplier must deduct this fee from the credit note for the WBSO fund.

11. Audit
11.1 Audit Frequency

The Intermediary will exercise its audit right no more than once per year, unless an exception applies.

A more frequent audit may take place if:

the Intermediary has reasonable grounds to conduct an additional audit;
the Client has informed the Supplier of the reasons in writing through the Intermediary; and
the Supplier has not taken corrective or further preventive measures.

A more frequent audit may also take place if:

the Intermediary is required to conduct an audit in connection with an audit at the Client;
the Client requests an audit; or
an audit is necessary to comply with an existing obligation of the Client towards a third party.
11.2 Audit Notice and Cooperation

The Client will announce an audit through the Intermediary at least 5 working days in advance and will indicate who will perform the audit.

The audit will be conducted during normal working hours at the Supplier's premises.

The Supplier must provide the Intermediary and/or Client with all necessary cooperation, including access to:

company premises;
administrative systems;
relevant records and documentation.
12. Confidentiality and Intellectual Property
12.1 Return and Destruction of Confidential Information

Upon the Client's first request, the Supplier must ensure that the Professional immediately:

returns all copies, samples and extracts containing confidential information;
returns all other physical media containing confidential information; and
deletes or destroys all automated data containing confidential information.
12.2 Personality Rights

The Supplier relinquishes, and must procure that the Professional relinquishes, the personality rights referred to in paragraph 1a of Article 25 of the Dutch Copyright Act 1912.

The Supplier must also ensure that the Professional relinquishes the personality rights referred to in paragraphs 1b and 1c of Article 25 of the Dutch Copyright Act 1912, insofar as these relate to modification of the work or its nomenclature.

13. Non-Competition
13.1 Restriction After Assignment

The Supplier must agree with its Professional(s) that, following termination or expiration of an Assignment, the Professional may not:

become employed by a competitor of the Client; or
provide services in any other way to a competitor of the Client.

This restriction applies for 1 year following termination or expiration of the relevant Assignment.

An exception applies if the Client has provided express written consent.

Such consent may not be unreasonably withheld.

14. Miscellaneous
14.1 Confirmation and Documentation

The Supplier must confirm the Assignment details provided by the Intermediary.

The Supplier must return the signed:

Code of Conduct; and
NDA

within 2 working days.

14.2 Contractual Arrangements Before Start

The Supplier must ensure that all contractual arrangements are completed before the start date of the Assignment.

If the Supplier is unable to complete the contractual arrangements before the start date, the Supplier must consult the Intermediary no later than 2 working days before the start date.

Key Requirements and Deadlines
Topic    Requirement
Invoice dispute    Notify within 45 calendar days
Time registration    Mandatory for all Professionals
Time discrepancy    Client's records prevail
Documentation before start    At least 10 working days
NDA & Code of Conduct    Return within 2 working days
Rate changes    Written confirmation by Client required
Retroactive rate changes    Not permitted
Overtime    Requires prior written approval
Holiday/leave    Prior approval required
Intermediary termination    1 calendar month
Professional leaves Supplier    1 calendar month
Professional moves to another client    3 calendar months
Assignment extension opt-out    Notify 3 months before expiry
Client clarity on extension    Target: 4 weeks before end
Takeover    After 12 months, if specified in Assignment
Takeover opt-out    Client must notify 2 months before 12-month period ends
WBSO allocation    25% Professional / 75% ASML
WBSO administration fee    €125 excl. VAT per Professional
Audit frequency    Normally max. once per year
Audit notice    At least 5 working days
Non-competition period    1 year after Assignment ends
Admission pass    Must be visibly carried and returned after Assignment