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Client Specific Terms and Conditions Suppliers Fujitsu

 Client Specific Terms and Conditions – Suppliers Fujitsu

Versie: 1 – April 2025

Toepasselijkheid

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 Fujitsu Technology Solutions B.V. or Fujitsu Technology Solutions Belgium SA 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

1.1 Invoicing

Invoicing will take place in accordance with the invoicing conditions for the Client and as included in the Supplier's digital file on the Platform.

Article 2 – Additional Documentation

2.1 Applicable documentation

The provisions in the following terms and conditions and guidelines are part of the Assignment and can be viewed and downloaded at any time via the Platform:

  • The Fujitsu Billing Procedure;
  • Non-disclosure agreement (model Fujitsu);
  • Code of Conduct (model Fujitsu);
  • Fujitsu guidelines for the usage of social media.

Article 3 – Assignments: Termination and Notice Periods

3.1 Notice periods

Intermediary is entitled to terminate Assignments with a notice period of 11 days.

A notice period of at least two months applies to the Supplier.

3.2 Termination during the first four weeks

If, during the first four weeks after the start of the work, it appears that the Professional does not fit into the team or does not meet the stated knowledge and experience, at the discretion of the Client or its client, Intermediary has the right to terminate the Assignment with immediate effect.

No costs will be incurred by the Intermediary and/or the Client as a result of such termination, other than the remuneration due for the work performed.

If the aforementioned situation arises, Intermediary will inform the Supplier of the immediate termination no later than the last day of these four weeks.

Article 4 – Liability

4.1 Liability limit

The liability of the Supplier per event is limited to a maximum of:

  • €1,000,000, or
  • 150% of the total amounts invoiced or to be invoiced in respect of all Assignments during a period of 12 months prior to the event causing the damage,

whichever is the highest.

Article 5 – Non-Competition Clause

5.1 Non-competition restriction

Without the prior written consent of the Client, the Supplier is not permitted, during the term of an Assignment and for a period of 12 months thereafter, to carry out similar work directly or indirectly for the Client in question through another construction.

Article 6 – Penalty Clause

6.1 Contractual penalty

If the Supplier acts in breach of an obligation under the Assignment, the Supplier will forfeit an immediately payable penalty of:

  • €25,000 for each infringement; and
  • €10,000 for each day that such a breach continues.

This is without prejudice to the other rights of the Intermediary and/or the Client, including the right to claim full compensation instead of the aforementioned penalty.

Article 7 – Screening

7.1 Pre-Employment Screening (PES)

The Supplier shall ensure that a Pre-Employment Screening (PES) is submitted to the Intermediary before the start of the Professional's work.

The Intermediary will initiate this PES.

The costs for this screening will be borne by the Supplier.

7.2 Suspension of payment

Payment of invoices relating to the deployment of the Professional will be suspended until the Intermediary has received a valid PES of the Professional.

Article 8 – Working Hours, Holidays, Travel Hours and Tools

8.1 Working hours and holidays

Working hours and holidays of the Professional will be determined or taken after consultation.

The last week of December and the first week of January of each year will be taken as holidays by default, unless otherwise agreed in writing.

8.2 Travel time

Travel time of up to two hours per day is included in the fee associated with the Assignment.

If, at the request of the Client, a Professional has more than two hours of travel time on that day, in addition to eight hours worked per day, that travel time can be invoiced after approval of the Client.

8.3 Computer equipment

The Client will, if applicable, make a laptop available to the Professional during the performance of the Assignment.

For security reasons, a Professional may not use their own computer equipment for the Assignment.

Article 9 – Force Majeure

9.1 General provision

Neither party is obliged to fulfil an obligation under an Assignment if it is prevented from doing so as a result of a circumstance that:

  • is not attributable to its fault; and
  • is not for its account by virtue of the law, legal act or generally accepted practice.

A case of force majeure must be notified to the other party, together with the necessary supporting documents.

9.2 Exclusions from force majeure

Force majeure is in any case not understood to mean:

  • illness or incapacity of employees or third parties of the other party invoking force majeure;
  • delays caused by suppliers;
  • shortage of materials;
  • the impossibility of obtaining the required permits or permission; or
  • labour disputes.

Article 10 – Takeover Clause

10.1 Direct employment by the Client

The Client is free to consult with the employer of the Professional, excluding the Intermediary, in order to make the Professional an offer for employment with the Client and to enter into an employment contract by mutual consent.

10.2 No restrictive measures

The Supplier will not apply any limiting measures, such as a non-competition clause or penalty clause, towards the Intermediary, Client and/or Professional.

10.3 Termination upon employment

The relevant Assignment will be terminated no later than the moment that an employment contract between the Client and the Professional comes into effect.

In principle, the Client does not owe any takeover fee other than the compensation for the hours worked until the end of the Assignment.

In some cases, the parties may agree on a period in which the Professional will still be hired.

Article 11 – On-Lending

11.1 General prohibition

Generally, the on-lending of Self-Employed Persons is not permitted.

11.2 Conditions for permitted on-lending

If the on-lending of Self-Employed Persons is permitted, the provisions in the GTC and CSTC that do not exclusively relate to the provision of Seconded Employees shall apply in full to the Supplier.

In that regard, Professional should, when possible, be interpreted as:

  • Seconded Employees; or
  • Self-Employed Persons.

Article 5 of the GTC is also fully applicable to the Supplier.

The Supplier is responsible for the correct contractual and legally compliant utilization of the Self-Employed Persons, including contracting by means of a Model Agreement.

The Supplier shall unconditionally and without prejudice indemnify the Intermediary against any costs or claims in this respect insofar as these are not attributable to the Intermediary and/or the Client.

11.3 Duration of on-lending permission

The on-lending of Self-Employed Persons as referred to in this article applies for as long as the Client allows this.

The Intermediary may, at the request of the Client, unilaterally declare this article inapplicable to the Assignment or remove it in its entirety from the CSTC.

Document: Client Specific Terms and Conditions – Suppliers
Client: Fujitsu Technology Solutions B.V. / Fujitsu Technology Solutions Belgium SA
Intermediary: HeadFirst Group
Version: 1 – April 2025