Client Specific Terms and Conditions Suppliers Utility Connect

 Client Specific Terms and Conditions – Suppliers

Client: Utility Connect B.V.
Version: 1 – June 2025

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 Utility Connect B.V. 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 procedure

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.

2. Submission of hours

Hours must be submitted to Intermediary's time registration system within three (3) months after the work has been carried out, in the manner indicated in the invoicing requirements. After this period, any entitlements in this regard will lapse.

Article 2 – Additional documentation

The following documents also apply to the Assignments:

a. A confidentiality agreement from the Client;
b. Copy of mandatory diplomas/certificates/directions for the position;
c. Performed reference check.

Article 3 – Assignments, termination and notice periods

1. Termination by Intermediary

Intermediary is entitled to terminate an Assignment in whole or in part with due observance of a notice period of:

a. Five (5) days for a deployment from 1 to 13 weeks;
b. One (1) month for a deployment of 13 weeks or more;
c. Immediately in the event of force majeure.

2. Termination of Assignments involving an Agency Worker

Intermediary is entitled to terminate an Assignment in which an Agency Worker is engaged, in whole or in part, with due observance of a notice period of:

a. One (1) day for a deployment from 0 to 13 weeks;
b. Five (5) days for a deployment of 13 to 27 weeks;
c. Ten (10) days for a deployment from 27 to 53 weeks;
d. Fourteen (14) days for a deployment of 53 weeks or more;
e. Immediately in the event of force majeure.

For the purposes of these CSTC, an Agency Worker must be regarded as a Seconded Employee to whom the temporary employment clause ("uitzendbeding") applies.

3. Undesirable or improper behaviour

In the event of undesirable and/or improper behaviour, such as (sexual) intimidation, aggression, violence, drug use and bullying of/by Professional(s), Intermediary has the right to terminate an Assignment with immediate effect and to deny Professional(s) access to the work location.

4. Termination by Supplier

The Client will cooperate in terminating the Assignment for well-founded reasons, such as dismissal or relocation.

The Supplier is entitled to terminate an Assignment for a Professional in whole or in part with due observance of a written notice period of thirty (30) days.

5. Unsatisfactory performance or compelling reasons

An Assignment can be terminated prematurely by Intermediary with immediate effect if, in the opinion of the Client, the performance of a Professional remains below expectations, or for other compelling reasons.

A compelling reason includes, but is not limited to, a situation in which the Professional can be accused of (gross) negligence.

This termination must be confirmed in writing.

If a Professional clearly does not meet the prerequisite requirements during the first eight (8) hours of work, the Assignment will be deemed not to have been concluded and the Supplier will not be entitled to any compensation.

If the Client indicates to Intermediary and/or the Supplier no later than the 6th working day that a Professional does not meet the set job-relevant requirements, the Assignment in this respect will be dissolved with immediate effect.

The Supplier retains the right to compensation for the hours worked and approved up to that point, but is not entitled to any form of additional compensation.

At the discretion and at the request of the Client, the Supplier will ensure adequate replacement in the event of unwanted absence.

Article 4 – Liability and insurance

1. Liability

The Party that imputably fails to fulfil its obligations towards the other Party is liable for all direct damage, with the exception of financial loss such as loss of profit and turnover suffered by the Client as a result of a culpable failure in its obligations under and pursuant to the agreement and/or as a result of the acts or omissions of that Party, its staff or third parties/subcontractors engaged by it.

The liability of the Supplier for damage as a result of shortcomings under an Assignment is limited to:

• EUR 1,500,000 per event; and
• EUR 3,000,000 per calendar year or part of a year that the Assignment is in force.

2. Exceptions to limitation of liability

The limitation of liability referred to above will lapse, in addition to Article 11.5 GTC:

a. With regard to claims for damages, including penalties imposed by the supervisory authority, in connection with failure to comply with the Assignment.

3. Penalties and damages

What is due pursuant to a penalty clause does not replace the compensation referred to in this article.

4. Insurance

The Supplier has adequately insured its liability and undertakes to keep its liability adequately insured during the term of the Assignments.

The Supplier's insurance policies, including in any case professional and business liability insurance, must take into account the nature of the materials and/or services provided and the possible risks and liabilities that may arise from the Assignments.

The insurance policies must provide cover for at least:

• EUR 5,000,000 per year; and
• EUR 2,500,000 per event.

5. Insurance payments

Amounts paid directly to the Client by insurer(s) in respect of damage for which the Supplier is liable will be deducted from the compensation to be paid by the Supplier to the Intermediary and/or the Client.

Article 5 – Screening and Certificate of Good Conduct

1. Screening

The Supplier undertakes itself and all Professional(s) provided by the Supplier to comply with the Client's screening policy.

If the screening results are insufficient, any hours worked and other related costs will be borne by the Supplier.

2. Certificate of Good Conduct (VOG)

Every Professional working at the Client's location must be in possession of a Certificate of Good Conduct ("Verklaring Omtrent Gedrag" (VOG)) in relation to the Assignment.

The costs will be borne by the Supplier.

A VOG must be available within three (3) weeks after the start of the work.

If a Professional is unable to obtain a VOG, no Assignment will be concluded, or any Assignment that has already been concluded will be dissolved immediately at the request of Intermediary.

If a Professional does not obtain a VOG, all hours worked and other related costs will be borne by the Supplier.

Article 6 – Laptop and/or phone

The Supplier may make use of the necessary auxiliary materials, tools, work clothing and safety equipment that are the property of the Client and that are loaned to the Supplier by the Client for that purpose.

Conditions may be attached to this loan by the Client.

Article 7 – Force majeure

1. Notification and mitigation

If the Supplier is unable to fulfil any obligation arising from an Assignment as a result of force majeure, the Supplier will notify the Intermediary of the invocation of force majeure in writing without delay, but in any case within two (2) working days after the force majeure situation has arisen.

In addition to informing Intermediary and/or the Client, the Supplier shall:

a. Provide information to Intermediary and/or the Client about the expected duration of the delay and its consequences;

b. Take all reasonable measures to avoid further delay;

c. Do everything possible to limit the consequences of the force majeure situation for Intermediary and the Client as much as possible; and

d. Ensure that the further performance of the Assignment is not jeopardized.

2. Definition of force majeure

Force majeure is understood to mean an event that is not due to the fault of the party in question and is not at its risk, including but not limited to:

• Natural disasters;
• Riots;
• Acts of war;
• Fire; and
• Explosion.

Force majeure at the Supplier does not include:

• A shortage of personnel;
• A shortage of production materials, resources or services of third parties;
• Illness of staff;
• Strikes;
• Sit-ins;
• Lock-outs;
• Breach of contract by a third party engaged by the Supplier;
• Financial problems of the Supplier;
• The inability of the Supplier to obtain the necessary licenses with regard to the materials and/or services to be delivered; or
• The inability of the Supplier to obtain the necessary legal or administrative permits or authorizations with regard to the materials and/or services to be provided.

On the part of the Client, force majeure does not include:

• A shortage of personnel at the Client; or
• The inability of the Client to meet its financial obligations.

Article 8 – Replacement

1. Prior approval

The Supplier cannot temporarily or permanently replace a Professional without the prior consent of the Client.

The Client will not refuse its consent on unreasonable grounds but may attach conditions to this consent.

2. Costs of replacement

Replacement of Professional(s) does not lead to a higher rate.

If Professional(s) is/are replaced at the initiative of the Supplier, the deployment of the new Professional will be at the expense of the Supplier for the first ten (10) working days.

The costs of deploying the replacement Professional(s) as referred to in this article will not be borne by the Client and/or Intermediary.

Article 9 – Takeover of Professionals

1. Non-competition and non-solicitation clauses

The Supplier does not impose a non-competition clause, non-solicitation clause (see also Book 7, Article 653 of the Dutch Civil Code) or any other similar clause on the Professional(s).

The Supplier ensures that any clauses already agreed with the Professional(s) will lapse.

The Supplier guarantees that Professional(s) are not bound by such a clause.

The Supplier will implement the obligations arising from this article and cascade them in its agreements, insofar as applicable.

2. Employment contract with the Client

If the Client, via Intermediary, informs the Supplier that it wishes to offer a Professional an employment contract, the Supplier will cooperate with this.

3. Takeover of Professional

The Client may take over a Professional, including Self-Employed Persons, from the Supplier free of charge as soon as the Professional has performed 1,760 hours or 52 weeks of work for the Client via Intermediary.

If a Professional performs work for the Client within the period of 52 weeks or before he/she has performed 1,760 hours of work for the Client, counting from the start of the Assignment, without the involvement of the Supplier, the Client will owe a fee equal to the fee consisting solely of the Supplier's margin that the Client would owe for the remaining period up to and including 52 weeks or 1,760 hours.

4. Takeover of Agency Worker

The Client may take over an Agency Worker from the Supplier free of charge as soon as the Agency Worker has performed 520 hours or 13 weeks of work for the Client on the basis of one or more Assignments.

If an Agency Worker enters into employment with the Client within the period of 13 weeks or before he/she has performed 520 hours of work for the Client, counting from the start of the Assignment, the Client will owe a fee equal to the fee consisting solely of the Supplier's margin that the Client would owe for the remaining period up to and including 13 weeks or 520 hours.

Article 10 – Permitted hiring chains

1. General principle

The Supplier ensures that as few links as possible, such as suppliers and legal entities, are active in the hiring chain per Assignment.

2. Permitted hiring chains

The following hiring chains are permitted:

a. Client → Intermediary → "Own broker organization" → Self-Employed Person;

b. Client → Intermediary → Supplier → Professional;

c. Client → Intermediary → "Own broker organization" → Supplier → Professional.

3. Definition of "Own broker organization"

"Own broker organization" is a Supplier of Intermediary that works as a subcontractor contracting small agencies/Self-Employed Persons.

4. Maximum hiring chain

The Supplier agrees to the above maximum hiring chains.

Any other hiring chains not mentioned above are not permitted unless the Client and Intermediary give their explicit and prior written permission for each Assignment.

The provisions in the GTC and CSTC that do not exclusively relate to the provision of Seconded Employees apply in full to the Supplier with regard to the deployment of Self-Employed Persons.

In that context, Professional should, if possible, be regarded as:

i. Seconded Employees; or
ii. Self-Employed Persons.

Article 5 of the GTC also applies in full to the Supplier.

The Supplier is responsible for properly contracting the Self-Employed Persons in the appropriate contractual and legal manner, including contracting by means of a Model Agreement, insofar as possible.

The Supplier indemnifies the Intermediary unconditionally and without reservation with regard to any costs or claims in this respect insofar as these are not attributable to the Intermediary and/or the Client.

5. On-lending of Self-Employed Persons

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

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

6. Applicability

Paragraphs 4 and 5 of this article only apply insofar as the Supplier is a subcontractor of Intermediary with regard to the services provided to the Client.

For other situations, Intermediary will contract Self-Employed Persons directly.

Article 11 – Miscellaneous

1. Denial of access

The Client may deny a Professional access to the sites and buildings used by the Client or the work site, or require the Supplier to remove the Professional from those sites or buildings, if the Professional:

a. In the opinion of the Client, is clearly not up to the task;

b. Behaves in such a way that, in the opinion of the Client, the Professional clearly cannot be maintained on the sites or in the buildings; or

c. Acts in breach of an obligation under an Assignment.

2. Replacement following denial of access

In the situation referred to in the previous paragraph, Intermediary will inform the Supplier in writing of the denial of access to the Professional.

The Supplier will, at the Client's first request, arrange for the replacement of the Professional as soon as possible.

3. Previous deployment and references

The Supplier checks with each candidate whether the candidate has previously been deployed at the Client and communicates this to Intermediary with the proposal.

If this is the case, Intermediary asks the hiring manager whether the candidate has performed well.

The Supplier must have references from the Professional in its file.

4. Education and training

General, non-Client-specific education and training for the purpose of performing the function by Professional(s) are at the expense of the Supplier.

The Supplier cannot pass on these costs to Intermediary or the Client, unless otherwise agreed in writing and in advance by authorized contact persons.

5. Data and documents

The Client has the right to demand, at any time, data and documents related to the Assignment, including on an interim basis.

The Supplier will then make this information and data available to the Client in a secure manner within three (3) working days, in a structured, commonly used and machine-readable format.

This paragraph does not apply to specific data for which it is legally stipulated that return or destruction is prohibited/permitted.

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Document: Client Specific Terms and Conditions – Suppliers
Client: Utility Connect B.V.
Version: 1 – June 2025