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Client Specific Terms and Conditions Suppliers Bunge

 Client Specific Terms and Conditions Suppliers – Bunge

Version: 3 – January 2026
Client: Bunge Netherlands Agri B.V. (Bunge)
Applicable to: Professionals of Suppliers via Intermediary
General terms and conditions: General Terms and Conditions for Intermediary Services for Suppliers (GTC) of HeadFirst Group

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 Bunge Netherlands Agri B.V. ("Bunge") 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 – Invoicing Method
  1. Invoicing shall take place in accordance with the Client's invoicing terms.
  2. The Professional or Supplier shall record the hours worked during the month in the time registration system designated by the Intermediary.
  3. The approved hours shall be invoiced by the Intermediary to the Client on the 6th business day of the month. The Intermediary shall issue the self-billing invoice to the Supplier no later than two business days thereafter.
Article 2 – Additional Documentation
  1. The provisions in the following documents apply in addition and form part of the Assignment:
    • NDA;
    • HSEC Policy;
    • Travel Safety and Security Policy;
    • IT Admin Agreement (only for IT assignments);
    • Leaflet Screening;
    • Confirmation for Contractors;
    • End-user IT Services Agreement;
    • Our Values;
    • Code of Conduct;
    • Global Anti-Corruption Policy;
    • Third Party Due Diligence Guidelines;
    • Formulier emergency call Bunge; and
    • Reference checklist.

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

Article 3 – Rates
  1. Paragraphs 3.1 to 3.6 apply in the event that the Supplier's Professional is assigned to the Client's IT Department. In that case, the following definitions and the Standby and Overtime Regulations apply:
    • Incidents: a defect or malfunction that needs to be resolved and/or requires attention. Only urgent and immediate incidents require attention during overtime or standby shifts;
    • Working days: Monday to Friday;
    • Evenings: after regular working hours until 22:00;
    • Nights: from 22:00 to 06:00;
    • Weekend: from Friday midnight (24:00) to Sunday midnight (24:00);
    • Holidays: New Year's Day, Easter Monday and Easter Monday, King's Day, Ascension Day, Whit Monday and Whit Monday, Christmas Day and Boxing Day.
  2. A Professional who performs a standby service receives the following compensation:
    • On working days: 1x hourly wage per 24 hours of standby;
    • On weekends and public holidays: 2x hourly wage per 24 hours of standby.
  3. When a Professional is called in during a standby shift, this is considered overtime and is paid according to the following schedule:
    • 100% of the hourly wage during working days;
    • 150% of the hourly wage on weekends, public holidays and working days between 22:00 and 06:00.
  4. Overtime is paid per 0.5 hours worked during a standby shift. A Professional is obliged to register their time every 15 minutes. In order to be eligible for reimbursement, the relevant manager of the Client must approve the registered time.
  5. During a standby shift, the Professional is required to respond to a call within 1 hour. This does not include travel time to the Client's office when it is necessary to resolve the call from the office.
  6. If a Professional is deployed in the position of manager or team leader, the Standby and Overtime Regulations of the IT Department do not apply. Exceptions may be made at the discretion of the Client's Global Head of IT and HR.
Article 4 – Execution of the Work
  1. At all times before the commencement of the work at the Client's premises, the Professional will show the responsible official of the Client proof of identity for verification. The Professional will show and provide proof of education and work experience, for example by showing diplomas and certificates. The Professional declares and guarantees that they have the required permits and meet the applicable legal requirements to perform work for the Client.
  2. The Supplier confirms and acknowledges that only the hours actually worked by the Professional are eligible for compensation, subject to a maximum of 8 hours per day. The Client/Intermediary does not owe any compensation to the Supplier for hours during which the Professional did not perform work due to a reason attributable to the Professional, including but not limited to illness or leave.
Article 5 – Replacement
  1. If the Supplier is unable to offer a replacement that is acceptable to the Client, the Intermediary is entitled to terminate the Assignment immediately without any right to compensation for either Party arising from such termination.
Article 6 – Termination and Notice Period of Assignments
  1. The Parties are entitled to terminate the Assignment, without stating reasons, by means of written notice with due observance of a notice period of 4 weeks. In addition to extending the Assignment, the Intermediary is also entitled to replace the Assignment with a new Assignment.
  2. The Intermediary is entitled to terminate the Assignment with immediate effect by means of written notification to the Supplier if:
    • a. the Professional, in the opinion of the Intermediary and/or the Client, fails to comply with their obligations;
    • b. the Professional does not meet the specified knowledge, experience or skills; or
    • c. the relationship between the Client and the Professional has, in the opinion of the Client, been disrupted to such an extent that the Assignment cannot be continued.
  3. In the event of illness of the Professional, where it can be assumed that the illness may last longer than 10 working days, or in the event of absence due to other circumstances where the cause is not attributable to the Client, the Intermediary is entitled to replace the Professional at the first request of the Client and at the shortest possible notice. The Intermediary is entitled to terminate the Assignment with the Supplier immediately, without any right to compensation for either Party, if temporary replacement is not feasible.
Article 7 – Liability
  1. The liability of the Parties is limited to direct damages.
Article 8 – Confidentiality
  1. The confidentiality obligation does not apply if the information:
    • a. has become generally known or publicly accessible through the actions of the other Party or a third party;
    • b. has been communicated to the receiving Party by a third party lawfully and without any obligation of confidentiality; or
    • c. has been expressly designated as non-confidential by the other Party.
  2. Upon termination of the Assignment, the Supplier and the Professional shall return all confidential information and all copies thereof in their possession to the Intermediary and/or the Client upon first request. If such return is factually impossible, the Supplier and/or Professional will immediately destroy the information and all copies thereof and provide the Intermediary and/or the Client with proper proof of such destruction.
  3. The Supplier shall ensure that the Professional complies with the confidentiality obligation during the term of the Assignment and for a period of 12 months after the end of the Assignment.
Article 9 – Takeover Clause: Temp to Perm
  1. The Client is not entitled to take over a Professional within a hiring period of less than 520 hours. The Client is entitled to take over a Professional after a hiring period of more than 520 hours and less than 1,040 hours. In that case, the Client owes the Supplier a takeover fee. The compensation is based on a recruitment fee of 10% of the gross annual salary, calculated as 12 times the gross monthly salary, including holiday pay and excluding bonus and/or 13th-month salary.
  2. After a hiring period of 1,040 hours, the Client is entitled to employ the relevant Professional free of charge.
  3. Articles 9.1 and 9.2 of this CSTC only apply if the Client has indicated at the start of the Assignment that it intends to employ the Professional after a certain period of time ("Temp to Perm").
Article 10 – Takeover Clause for Situations Other Than Temp to Perm
  1. The Client is not entitled to take over a Professional within a hiring period of less than 1,040 hours.
  2. The Client is entitled to take over a Professional after a hiring period of more than 1,040 hours and less than 2,080 hours. In that case, the Client owes the Supplier a takeover fee. The remuneration is based on a recruitment fee of 10% of the gross annual salary, calculated as 12 times the gross monthly salary, including holiday pay and excluding bonus, 13th-month salary and any other emoluments.
  3. After a hiring period of 2,080 hours, the Client is entitled to employ the relevant Professional of the Supplier free of charge.
  4. Articles 10.1 to 10.4 of this CSTC relate to situations other than Temp to Perm.
  5. The Supplier is not permitted to invoke any non-solicitation and/or non-competition clause agreed between the Supplier and the Professional, or any other restrictive clause, in the event that the Client wishes to take over the Professional as described in this Article.
Article 11 – Tier 1, Tier 2 and Niche Suppliers
  1. The Intermediary reserves the right at all times to issue requests to multiple or other Suppliers. The Client has the right to assess the services of the Supplier at its own discretion on a 6-monthly and/or annual basis (the periodic assessment). The Intermediary will notify the Supplier in writing if the Supplier is designated as a Tier 1, Tier 2 or Niche Supplier or if the Supplier's status changes. If the Client decides to move a Supplier to another level, this decision will be binding until the next assessment opportunity.
  2. Tier 1 Suppliers are entitled to receive suitable new hire requests 72 hours before the same hire request is made available to an appropriate Tier 2 Supplier. If a Tier 1, Tier 2 and/or Niche Supplier delivers the same candidate, the Client will continue the procedure with the Supplier who first introduced the candidate.
  3. The Client has the right to assess at its own discretion whether a hiring request is considered suitable for a Supplier. The decision to appoint a Professional rests exclusively with the Client.
  4. In the event of urgent or special hiring requests, the Client may, if it considers this important for its organisation, distribute the hiring request simultaneously to Tier 1 and Tier 2 Suppliers. From time to time, the Client may use Niche Suppliers for urgent or specialist hiring requests. If deemed necessary, Niche Suppliers may, at the discretion of the Client, receive the same benefits as a Tier 1 Supplier. This only applies to urgent or special hiring requests.