Shell’s Client-Specific Terms and Conditions for Self-Employed Persons

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Version 1 – August 2023

These Client-Specific Terms and Conditions (“CSTC”) apply to the Assignment pursuant to which a Self-Employed Person will perform work at Shell Global Solutions International B.V. and/or its affiliates via Intermediary. Capitalized words shall have the meaning as defined in HeadFirst Group’s General Terms and Conditions for Intermediary Services for Self-Employed Persons (“GTC”).

Article 1 Invoicing method

Invoicing shall take place in accordance with the invoicing terms and conditions for the Client as defined in Self-Employed Person’s digital dossier.

Article 2 Termination notice and replacement

It is not possible for Self-Employed Person to terminate the Assignment prematurely. Intermediary is entitled to terminate an Assignment prematurely, respecting a termination notice of five (5) days.
Intermediary has the right to (partly or fully) suspend or terminate the Assignment by the means of a written notice with immediate effect and without judicial intervention without being held to pay any compensation, if Self-Employed Person acts in violation of (i) the GTC, these CSTC and/or other applicable terms and conditions or (ii) applicable laws and regulations.
Intermediary is entitled to terminate the Assignment with immediate effect if Intermediary and/or Client are being held liable by a third party due to violation of intellectual property rights.
During the first four (4) weeks of the Assignment, Intermediary has the right to terminate the Assignment with immediate effect for convenience and without judicial intervention, by means of a written notification, and without being obliged to pay any form of damages.
The Self-Employed Person ensures that in the event of a termination of the Assignment, any company property and confidential information shall be returned to the Client immediately. Any electronically stored confidential information must be deleted. This also applies to fragments or analyses of such confidential information.

Article 3 Liability

The Self-Employed Person is liable for all damages incurred by Intermediary and/or Client if Self-Employed Person fails to comply with the obligations under the Assignment. This liability is limited to EUR 1.000.000,- per event and EUR 2.000.000,- per year.
The limitations to the Self-Employed Person’s liability do not apply in the event of:
a. violating the applicable laws and regulations, the Shell General Business Principles, and the HSSE standards;
b. breaches of confidentiality and intellectual property rights;
c. any indemnification under the Assignment; and
d. breaches of the obligations under article 11 of these CSTC.
If the Self-Employed Person fails to properly perform his obligations, the Self-Employed Person is obliged to prepare, at Client’s request, a recovery plan and, after Intermediary and/or Client has approved it, to remedy such non-performance in accordance with the approved recovery plan. Intermediary is also entitled to have a third party remedy the improper performance or damage, at the Self-Employed Person’s expense, if (i) emergency situations or other HSSE risks require recovery measures to be taken immediately, (ii) the Self-Employed Person presents a plan that does not meet Client’s requirements or (iii) the Self-Employed Person does not take action in time and according to the agreed recovery plan.

Article 4 Insurances

The Self-Employed Person must have taken out:
a. A business travel insurance to cover inter alia cancellations, medical emergencies, lost luggage as well as delayed luggage and/or flights;
b. A liability insurance for third parties and occupants, as required by the applicable laws and regulations in the countries where the Professional uses motor vehicles in connection with performing the Assignment, with a coverage of at least EUR 1.000.000,- per event.
If the Self-Employed Person works at a site in a country that is not his country of residence, the Self-Employed Person is obliged to take out insurance that at least covers the following expenses: (i) emergency medical treatment at the site, (ii) the requisite routine healthcare (in so far as the insurer agrees to this) where it would be illogical for the Self-Employed Person to return to his place of residence for treatment, (iii) medical evacuation if treatment at the site is impossible, and (iv) repatriation to the Self-Employed Person’s place of residence.

Article 5 Additional documents Client

The Self-Employed Person shall have received, read, understood and declared to comply with all conditions and guidelines applicable at the Client before the start of the Assignment. As far as these CSTC do not deviate from nor mention any of the conditions and guidelines below, the provisions in the following guidelines and conditions apply additionally and become part of the Assignment:
a. Invoicing requirements Shell;
b. Shell General Business Principles;
c. Shell Code of Conduct;
d. Shell Global Helpline;
e. Shell’s HSSE principle of Goal Zero;
f. Additional HSSE Requirements;
g. Shell’s ‘Life Saving Rules’;
h. Intellectual Property Agreement;
i. Business Travel Conditions;
j. IQN-ID;
k. VOG (if required by Client); and
l. Statement Information Package.

These documents can be viewed and downloaded via the Platform at all times.

Article 6 Force majeure

The Parties will be released from their obligations if their fulfilment is impeded by a situation of force majeure, unless that situation is partly caused by acts or omissions by the party invoking force majeure, or it could have been prevented or mitigated by that party if it had observed the applicable standards of care.
Only the following situations are regarded as situations of force majeure: riots, wars, blockades or acts of sabotage, threats or acts of terrorism, radioactive contamination, natural disaster, epidemics and pandemics, air and ship disasters, strikes or labor disputes involving labor not forming part of the Client or Self-Employed Person, government sanctions, embargoes, mandates or laws that prevent performance, the failure to obtain licenses, permits or approval from the authorities in time in order to effect performance of the relevant obligations.
The Self-Employed Person shall take reasonable measures to ensure that (s)he performs in line with the Assignment if Self-Employed Person becomes aware of an approaching force majeure situation.
The Parties shall resolve any delays caused by any situation of force majeure by amending the Assignment, with the proviso that each party shall bear its own costs with respect to the situation of force majeure.
If a party’s fulfilment of the obligations is delayed or impeded, that party will: (a) immediately notify the other party; (b) make all reasonable efforts to mitigate the consequences (including accelerating performance when work resumes); and (c) provide a continually updated timetable for resumed performance and reviewed schedules.

Article 7 Health and medical matters

The Self-Employed Person ensures to be (medically and conditionally) able to provide the services to the Client.
The Self-Employed Person shall, in accordance with applicable laws and regulations, render cooperation with a medical examination and gives permission to share the resulting medical report with the medical staff appointed by Client, if this is necessary, based on the nature of the work or worksite. If the outcomes of the medical examination are negative or the Self-Employed Person refuses to cooperate, Intermediary has the right to terminate the Assignment with immediate effect. Self-Employed Person shall only be medically examined if (s)he gets injured or for the execution of safety and health guidelines as far as they apply to Self-Employed Persons.
If applicable, the Self-Employed Person shall ensure to be aware of any health risks that may be present on the site and of the applicable medical advice before the Assignment commences.
If the Self-Employed Person works on a site where Client requires vaccinations or the use of certain medication (for malaria for example), the Self-Employed Person shall adhere to Client’s guidelines.
If the Self-Employed Person acts in violation with the provisions set out in this article and if that leads to the Self-Employed Person’s removal from the site and/or termination of the Assignment, the Self-Employed Person shall be liable for all ensuing damage, including the costs of repatriation.
In the event of accidents on offshore sites, Client will take care of the Self-Employed Person’s transport to the closest medical facilities. The Self-Employed Person is responsible for arranging and providing all further medical treatment, i.e. hospitalization etc. and transport (evacuation overseas etc.).
In the event of accidents on onshore sites, Client will immediately take all the measures required to transport the Self-Employed Person to an emergency facility where the Professional can be stabilized. As soon as the Self-Employed Person has been transported to the correct emergency facility, it is their responsibility to organize all other requisite medical treatment, such as hospitalization and transport.

Article 8 HSSE standards

The Self-Employed Person shall take all necessary precautions to meet the ‘Health, Safety, Security and Environment’ (HSSE) standards. If it is the Client’s opinion that the Self-Employed Person is violating the HSSE standards, the Assignment shall be terminated with immediate effect. Without any costs for the Intermediary and/or Client.
If Client wishes, the Self-Employed Person shall take a HSSE training course. The costs of such a training course will be borne by the Self-Employed Person.

Article 9 Intellectual property rights

The Self-Employed Person shall retain all original documentation about the services provided by the Self-Employed Person or the material developed by him and will keep records proving their originality and the fact that they were provided and/or developed. At the Client’s request, the Self-Employed Person will transfer to Client all documents, (source) codes, and other information related to the software developed in performing the Assignment. The Self-Employed Person guarantees that all the information he provides is complete, accurate and up to date.

Article 10 Identification and body search

The Self-Employed Person shall be able to provide identification and shall cooperate with a bag and body search upon request. If the Self-Employed Person does not cooperate, the Self-Employed Person may be denied access to the worksite with immediate effect. Intermediary is not liable for the consequences of the Self-Employed Person being removed or denied entry.

Article 11 Limited rights, rights of advertising or retention

The Self-Employed Person guarantees that the services and the products, materials and ensuing software shall be provided free and unencumbered to Intermediary or Client, and that no limited rights (such as rights of pledge) shall be or have been established on them. Self-Employed Person will indemnify Intermediary and Client for all claims in this regard.
In the event of a breach of the provisions in this article, Intermediary has the right to suspend its payment obligations towards the Self-Employed Person, disregarding all other rights Intermediary can invoke (including the right to performance). Intermediary shall lift the suspension of its payment obligations as soon as (i) the breach has been remedied or (ii) the Self-Employed Person has provided a bank guarantee or other form of security that is acceptable to Intermediary.

Article 12 Amendments to the Assignment

In the event of an emergency, safety issues or any other situation creating necessary action, the Self-Employed Person shall, at Client’s first request, make a proposal to amend the substance of the Assignment. Such proposal should in any event include the following elements: (i) the impact of the situation that creates the necessity for action and the proposal as regards the Self-Employed Person’s work, (ii) a detailed timetable for carrying out amended work, (iii) any effect this may have on the agreed rate, and (iv) any other information that Client or the Self-Employed Person considers necessary to facilitate assessment of the Self-Employed Person’s proposal. Client shall never be obliged to accept the proposal. In addition, both Intermediary and Client are entitled to propose amendments to the Self-Employed Person.

Article 13 Access to Shell’s systems, information and infrastructure

If the Self-Employed Person requires access to Client’s ICT systems, information and infrastructure, the Self-Employed Person shall, at Intermediary’s first request, sign and comply with the Client’s standard terms and conditions for access and security.

Article 14 Supplementary provisions on the delivery of Software

If the Assignment also covers delivery of the Self-Employed Person’s or a third party’s (existing) software, the Self-Employed Person will be obliged to disclose all amendments, updates or new versions of such software.
If provided by the Assignment, the Self-Employed Person may make software available (i) based on a limited license, so that it may only be installed and used by Client for the Client’s own purposes; or (ii) under additional restrictions for third-party software, that have been communicated to Client and that may be required under agreements between Self-Employed Person and third parties.
The Self-Employed Person has the right to use all generic know-how, skills and expertise memorized by the Self-Employed Person and all programming tools and troubleshooting methods developed during performance of the Assignment that might be generally applicable to advisory services, and to disclose them to his other clients. The Self-Employed Person accepts that such approval shall never apply to use or disclosure to the public of information that can be linked to Client, or to solutions that have been developed for Client using such tools and methods.
As far as the by Self-Employed Person delivered product contains software other than third-party software, the Self-Employed Person shall carry out tests prior to delivery. These tests will be carried out based on the Self-Employed Person’s usual inspection procedures. To enable the Self-Employed Person to carry out these tests, Client and/or Intermediary will provide a set of input data to the Self-Employed Person beforehand. The pre-delivery tests will be considered to have been completed satisfactorily when it has been shown that the software can run and perform in accordance with the agreed functional specifications. Client and/or Intermediary may ask the Self-Employed Person to provide a full description of the tests prior to delivery, along with test data and test results.
Unless the Assignment provides otherwise, the Self-Employed Person will, at Client’s and/or Intermediary’s request, install the software without charging any additional costs. If the parties have agreed that the installation will be done by Client, the Self-Employed Person shall, at Client’s request, provide Client with the software and all input and output routines, compilers, interfaces or communication drivers required to install and activate the software without any additional costs.
The Self-Employed Person guarantees that the software will meet the requirements regarding its function, facilities and performance for a period of one year after Client accepts the software, and that it will run and perform in accordance with the functional specifications that apply at the time of acceptance or with other functional specifications agreed by the parties.
The Self-Employed Person will set up the requisite checks for the production and transmission of software and data files and guarantees that the software is free from any computer viruses or other harmful programming code. These checks apply to all discs, tapes, PC hard drives and every other form of program or file delivery, whether tangible or not, along with any type of software that is supplied electronically via a telecommunication network. These same checks and guarantees must be carried out and provided for every subsequent new release or review of any software or data files, and with respect to the delivery of software upgrades, additional software modules or data files, irrespective of how they are delivered.
The Self-Employed Person will ensure that the software to be supplied to Client does not contain and is not connected to embedded functionalities that are unknown to Client or that may be harmful to or impede the intended functioning of a computer system on which the software is intended to run. The Self-Employed Person will inform Client of all functionalities in each program that facilitates automated control or software updates, in particular all functionalities that provide access to functions and sources (whether part of the software or not) that Client may reasonably be expected to want to use or control. This includes all functionalities that undermine or bypass the security provisions of the software or any third-party software.

Article 15 Confidentiality

If Self-Employed Person is obliged to disclose Client’s confidential information based on a judicial or arbitration order, the Self-Employed Person shall (i) notify Intermediary and Client immediately, so Client is able to oppose it or can take measures to ensure the confidential character of the information is secured and (ii) as far as permitted by law, to refrain from disclosure until Client has reasonably been able to take measures or to notify the Self-Employed Person that Client will not take any measures and (iii) only to disclose that part of the confidential information to which Self-Employed Person is lawfully obliged and to take all reasonable measures to ensure that the information that Self-Employed Person discloses is handled confidentially.

Article 16 Publicity

The Self-Employed Person shall not report any of Client’s business relations or use trademarks or other recognizable elements that will lead to the Client in external communication without Client’s prior written consent.

Article 17 Other

Self-Employed Persons cannot be deployed for Assignments where work is performed under Client’s supervision and care.
The Self-Employed Person shall be registered in the Netherlands in the Dutch Chamber of Commerce (Kamer van Koophandel).