Shell’s Client-Specific Terms and Conditions for Suppliers

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Version 1 – August 2023

These Client-Specific Terms and Conditions (“CSTC”) apply to the Assignment pursuant to which a Professional of a Supplier 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 Suppliers (“GTC”).

Article 1 Invoicing method

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

Article 2 Transfer clause

Client is entitled to directly offer a Professional an (employment) contract at any time. Supplier shall (i) render its full cooperation with this and (ii) exempt the Professional from all obligations under any non-competition and/or non-solicitation clause and/or any related penalty clause.
If Client has actively contacted a Professional with a view to entering into a direct (employment) contract with Client and Intermediary therefore terminates the Assignment prematurely, Client shall pay the Supplier a recruitment fee, provided that the Supplier was responsible for the recruitment and selection of the Professional for Client. The maximum recruitment fee will be EUR 2,50 per agreed working hour on the remaining term of the Assignment, up to a maximum of 12 months.
If Client has paid the Supplier a recruitment fee pursuant to the preceding paragraph and (i) Client terminates the (employment) contract entered into with the Professional during the first twelve months of the (employment) contract on grounds other than reorganization, or (ii) the Professional terminates the (employment) contract within six months after it commences, the Supplier will refund the recruitment fee to Client, unless Supplier finds, free of charge, an adequate replacement who will enter into an actual (employment) contract with Client within sixty days after acknowledgement of the termination. If Supplier does not find an adequate replacement in time, or the intended replacement does not accept Client’s offer, Supplier shall refund the recruitment fee to Client within the aforementioned sixty-days term.
Client shall not owe a recruitment fee if (i) the Professional responds to one of Client’s vacancies or (ii) the Professional’s data was already known to Client other than by means of the Assignment concluded with Supplier.

Article 3 Termination notice and replacement

It is not possible for Supplier to terminate the Assignment prematurely. Intermediary is entitled to terminate an Assignment prematurely, respecting a termination notice of five (5) days.
The Supplier ensures that the Seconded Employee may only terminate the employment contract in writing with effect from the end of the calendar month, respecting a termination notice of at least 30 days. If a Seconded Employee terminates the employment contract, the Supplier shall inform Client and Intermediary immediately in writing and shall provide an adequate replacement at Intermediary’s first request free of charge.
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 Supplier or Professional acts in violation of (i) the GTC, these CSTC and 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 Supplier ensures that, upon termination of the Assignment, the Professional shall immediately return to Client any company property and confidential information (s)he possesses. Any electronically stored confidential information must be deleted from the devices on which it is stored. This also applies to fragments or analyses of such confidential information.
At Intermediary’s and/or Client’s request, the Supplier shall provide an adequate replacement within reasonable term and free of charge, if (i) Client is not satisfied with the Professional, (ii) the Professional in Client’s opinion does not have the correct experience and qualifications, (iii) the Professional acts in violation of any of the applicable terms and conditions, (iv) the Professional acts in a manner detrimental to Client’s interests, or (v) acts unprofessionally.
A Professional may only be replaced with Intermediary’s and Client’s prior written consent. If a Professional is being replaced without certain prior written consent, the Intermediary has the right to terminate the Assignment with immediate effect and Supplier will be obliged to compensate all the resulting damage incurred by Intermediary and/or Client.

Article 4 Liability

The Supplier is liable for all damages incurred by Intermediary and/or Client if Supplier and/or Professional 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 Supplier’s liability do not apply in the event of:
a. violating 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 13 of these CSTC.
If the Professional fails to properly perform his obligations, the Supplier 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 Supplier’s expense, if (i) emergency situations or other HSSE risks require recovery measures to be taken immediately, (ii) the Supplier presents a plan that does not meet Client’s requirements or (iii) the Supplier does not take action in time and according to the agreed recovery plan.

Article 5 Insurances

The Supplier must have taken out:
i. An employer’s liability insurance against damage to the Professional as a result of personal injury and death with a minimum coverage of at least EUR 1.000.000,- per event. If necessary, this insurance should also cover work on an offshore site;
ii. A business travel insurance for the Professional to cover inter alia cancellations, medical emergencies, lost luggage as well as delayed luggage and/or flights; and
iii. 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 Professional works at a site in a country that is not his country of residence, the Supplier 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 (as far as the insurer agrees to this) where it would be illogical for the Professional to return to his place of residence for treatment, (iii) medical evacuation if treatment at the site is impossible, and (iv) repatriation to the Professional’s place of residence.

Article 6 Additional documents Client

The Supplier ensures that the Professional has 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 or do not mention any of the conditions and guidelines below, the following provisions in the 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 7 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 Supplier, 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 Supplier shall take reasonable measures in order to ensure that the performance under the applicable terms if Supplier 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 8 Health and medical matters

The Supplier ensures that Professional is (medically and conditionally) able to provide the services to the Client.
The Supplier ensures, in accordance with applicable laws and regulations, that Professional renders cooperation with a medical examination and gives permission to share the resulting medical report with the medical staff appointed by the 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 Professional refuses to cooperate, Intermediary has the right to terminate the Assignment with immediate effect.
If applicable, the Supplier shall ensure that the Professional is aware of any health risks that may be present on the site and of the applicable medical advice before the Assignment commences.
If the Professional works on a site where Client requires vaccinations or the use of certain medication (for malaria for example), the Supplier will ensure that the Professional will adhere to Client’s guidelines.
If the Supplier and/or Professional acts in violation with the provisions set out in this article and if that leads to the Professional’s removal from the site and/or termination of the Assignment, the Supplier 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 Professional’s transport to the closest medical facilities. The Supplier 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 Professional to an emergency facility where the Professional can be stabilized. As soon as the Professional has been transported to the correct emergency facility, it is the Supplier’s responsibility to organize all other requisite medical treatment, such as hospitalization and transport.

Article 9 Anti-bribery

The Supplier shall not make any payments, gifts or promises or grant any other advantage or offer, authorize or accept such, whether directly or indirectly, to or for the benefit of a public servant or another individual, if such payment, gift, promise or other advantage may be regarded as a bribe or in breach of relevant anticorruption legislation.
The Supplier confirms that neither the Professional nor anyone within his organization works as a government official or in another capacity that would enable him to unlawfully influence Client. If the Professional or anyone within his organization becomes a government official, the Supplier will immediately notify Intermediary of this and, at Intermediary’s and/or Client’s request, no longer have the person concerned perform work related to the Assignment.
The Supplier uses adequate internal checks and procedures to ensure compliancy with anticorruption measures as referred to above, including the possibility to prove compliance by means of adequate and accurate registrations of transactions in its records.
If the Supplier becomes aware of any conduct in violation with this article, (s)he shall notify Intermediary immediately.

Article 10 HSSE standards

The Supplier ensures that the Professional will take all necessary precautions to meet the ‘Health, Safety, Security and Environment’ (HSSE) standards. If it is the Client’s opinion that the Professional is violating the HSSE standards, the Supplier will recall the Professional at Intermediary’s and/or Client’s first request without any charge to Intermediary and/or Client.
If Client wishes, the Supplier will ensure that the Professional takes a HSSE training course. The costs of such a training course will be borne by Supplier.

Article 11 Intellectual property rights

The Supplier shall retain all original documentation about the services provided by the Professional 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 Supplier will transfer to Client all documents, (source) codes, and other information related to the software developed in performing the Assignment. The Supplier guarantees that all the information he provides is complete, accurate and up to date.

Article 12 Identification and body search

The Supplier ensures that the Professional will be able to provide identification and shall cooperate with a bag and body search on Client’s worksite. If the Professional does not cooperate with this, he may be denied access to the worksite with immediate effect. Intermediary is not liable for the consequences of the Professional being removed or denied entry.

Article 13 Limited rights, rights of advertising or retention

The Supplier 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. Supplier 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 Supplier, 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 Supplier has provided a bank guarantee or other form of security that is acceptable to Intermediary.

Article 14 Amendments to the Assignment

In the event of an emergency, safety issues or any other situation creating necessary action, the Supplier 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 Professional’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 Supplier consider necessary to facilitate assessment of the Supplier’s proposal. Client shall never be obliged to accept the Supplier’s proposal. In addition, both Intermediary and Client are entitled to propose amendments to the Supplier.

Article 15 Access to Shell’s systems, information and infrastructure

If the Professional requires access to Client’s ICT systems, information and infrastructure in order to carry out his work, the Supplier shall, at Intermediary’s request, ensure that the Professional signs and complies with Client’s standard terms and conditions for access and security.

Article 16 Supplementary provisions on the delivery of Software

If the Assignment also covers delivery of the Supplier’s or a third party’s (existing) software, the Supplier will be obliged to disclose all amendments, updates or new versions of such software.
If provided by the Assignment, the Supplier 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 Supplier and third parties.
The Supplier has the right to use all generic know-how, skills and expertise memorized by the Professional 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 Supplier 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 Supplier delivered product contains software other than third-party software, the Supplier shall carry out tests prior to delivery. These tests will be carried out based on the Supplier’s usual inspection procedures. To enable the Supplier to carry out these tests, Client and/or Intermediary will provide a set of input data to the Supplier 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 Supplier to provide a full description of the tests prior to delivery, along with test data and test results.
Unless the Assignment provides otherwise, the Supplier 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 Supplier 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 Supplier 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 Supplier 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 Supplier 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 Supplier 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 17 Confidentiality

If Supplier is obliged to disclose Client’s confidential information based on a judicial or arbitration order, the Supplier 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 Supplier that Client will not take any measures and (iii) only to disclose that part of the confidential information to which Supplier is lawfully obliged and to take all reasonable measures to ensure that the information that Supplier discloses is handled confidentially.

Article 18 Margin-only

If the Supplier introduced a Self-Employed Person for performing the work, the Self-Employed Person shall directly enter into a contract with Intermediary. Parties shall make commercial agreements for the deployment of a Self-Employed Person. These agreements shall be set out in a so-called Fee Agreement.
Supplier shall receive a maximum of 10% of the purchase rate for the Self-Employed Person per actual worked and approved hour limited to a term of 12 months. After these 12 months, the compensation will be cancelled by operation of law.
This article also applies for a Seconded Employee that is introduced by the Supplier but is not employed by Supplier itself. In certain cases, a Fee agreement will be entered into as well, respecting the maximum term as mentioned in the paragraph above.

Article 19 Other

A regular working day contains eight (8) working hours, unless the Assignment contains different agreements.
Supplier and Professional shall be registered in the Netherlands. The Supplier shall be registered in the Dutch Chamber of Commerce (Kamer van Koophandel).
Use of the G-account is obliged. Therefore, article 4.8 of the GTC does not apply.