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Client Specific Terms and Conditions Accenture

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Client Specific Terms and Conditions – Accenture

Version: 1 – March 2025
Client: Accenture

These Client Specific Terms and Conditions (CSTC) apply to Assignments under which a Professional of a Supplier performs Work at Accenture via an Intermediary.

Capitalized terms have the meanings as defined in the General Terms and Conditions for Intermediary Services for Suppliers (GTC) of HeadFirst Group.

Article 1 – General

The Supplier shall ensure that the Professionals provided to the Client are based in the Netherlands.

If a Professional is not based in the Netherlands and is unwilling to relocate, the Professional may only be engaged with the Client’s explicit prior written approval.

Article 2 – Non-availability
2.1 Permitted reasons for non-availability

The Parties acknowledge that the reasons for non-availability of the Professional are limited to:

illness or incapacity for work of the Professional;
holidays as agreed upon in writing by the Supplier and approved by the Client; and
other reasons specified and agreed upon in writing by the Supplier and the Client.
2.2 Responsibility in case of absence

The Supplier is responsible for ensuring that absence only occurs under the conditions stated above.

In case of absence, the Supplier must immediately inform the Intermediary.

Article 3 – Termination
3.1 Termination by the Intermediary

The Intermediary may terminate an Assignment at any time without cause by providing written notice to the Supplier.

A notice period of one (1) week applies.

The Client and/or Intermediary will not owe any fees, damages or penalties as a result of such termination.

The possibility and conditions for the Supplier to terminate an Assignment early without cause will be discussed and agreed upon separately for each Assignment.

3.2 Replacement of a Professional

If, for whatever reason, the Client no longer wishes to work with a Professional, the Client may, at its sole discretion, request a substitute from the Intermediary.

The Supplier must provide an acceptable substitute to the Intermediary without delay.

Upon replacement of the Professional, the existing Assignment with regard to that Professional will automatically terminate. The Parties will immediately enter into a new Assignment with regard to the substitute.

3.3 Training period for a substitute

If, according to the reasonable determination of the Client, the substitute requires a training period to provide services at least at the same level as the Professional being replaced, the Parties will agree in writing on the duration of the training period.

The Supplier is not entitled to Fees during this training period.

Article 4 – Liability
4.1 Liability of the Supplier

The liability of the Supplier is limited to:

€1.5 million per event; and
€3 million per year.
4.2 Liability of the Client

To the extent permitted by law, the Client will not be liable for any damages incurred by the Supplier or its subcontractors, including:

damages;
lost revenues;
lost profits;
incidental damages;
indirect damages; and
consequential damages.

This exclusion does not apply where the damages are caused by gross negligence or willful misconduct of the Client.

4.3 Deduction and set-off

Whenever any amount is recoverable from or payable by the Supplier to the Client as a result of the execution of the Assignment or a breach by the Supplier of any obligation under the Assignment, the Client is entitled to deduct this amount from any amount due or becoming due to the Supplier under any other future Assignment agreed between the Client and the Supplier.

Article 5 – Indemnification

The indemnification obligation of the Supplier as referred to in clause 11.5 of the GTC is limited to €3 million per year.

The indemnification applies only to the extent that the relevant claims are attributable to acts and/or omissions of the Supplier.

Article 6 – Non-disclosure

The Supplier shall, and shall ensure that the Professional shall:

except with the Client’s express written consent, refrain from disclosing confidential information in any manner to any person, other than:
employees of the Supplier who have a need to know the information, are directly involved in activities under the Assignment and are subject to similar confidentiality obligations; or
where the recipient is ordered by a court of competent jurisdiction to disclose the information or there is a statutory obligation to do so. In such cases, the Supplier must inform the Client in writing without delay and, if possible, before the disclosure takes place;
implement and maintain adequate security measures to protect Confidential Information against unauthorized access, use and/or misappropriation; and
promptly notify the Client of any unauthorized use, copying or disclosure of Confidential Information of which the Supplier becomes aware and provide all reasonable assistance to the Client to terminate such unauthorized use and/or disclosure.
6.1 Non-disclosure agreement

The Supplier must ensure that each Professional signs a non-disclosure agreement (NDA) before commencing activities for the Client.

Article 7 – Documents and materials
7.1 Possession and retention

The Supplier shall not, and shall ensure that any Professional supplied by the Supplier shall not, possess or retain, in any form or manner, any materials or information that:

are made available to the Supplier as a result of performing activities for the Client; and/or
are prepared by the Supplier on behalf of the Client,

except to the extent and for as long as this is necessary for the proper performance of activities for the Client pursuant to an Assignment.

7.2 Return or destruction

Upon receipt of a written request from the Client, the Supplier shall, and shall ensure that any Professional shall, promptly:

deliver all materials and information supplied by the Client to the Client; or
destroy such materials and information,

at the Client’s option.

Article 8 – Intellectual Property Rights
8.1 Compensation

The Parties agree and confirm that the fees are deemed to constitute appropriate compensation for all Intellectual Property Rights.

The Client is not required to pay any separate license fees or other additional fees for the use of such Intellectual Property Rights, including their use in present or future media or in ways that have not yet been contemplated.

8.2 Use of the Client’s Intellectual Property Rights

The Client grants the Supplier and/or any Professional a:

non-exclusive; and
non-transferable

right to use the Intellectual Property Rights of the Client, including any pre-existing Intellectual Property Rights, solely to the extent necessary to provide the Services for the duration of the Assignment.

Article 9 – Penalties

If the Supplier and/or a Professional supplied by the Supplier breaches any obligation under Article 6, 7 or 8 of these CSTC or Article 3 of the GTC, the Supplier will, without the need for prior notice of default, immediately forfeit to the Client an immediately payable penalty of:

€25,000 per breach; and
€500 per day that the breach continues after the Client has provided written notification of the discovery of the breach.

This is without prejudice to the Client’s right to claim:

damages;
full compensation;
proper performance; and/or
compliance with the relevant obligations.

The penalty will be imposed reasonably.