Op welke vraag geeft je artikel antwoord?OPDRACHTGEVER SPECIFIEKE VOORWAARDEN ATOS VOOR LEVERANCIER

Addendum to the Terms for Atos Nederland B.V.

Version 2.0 – dated 01-09-2017

Applicable Terms

The clauses set forth below are from the Third-Party Client contract with Yellow Friday B.V. and take precedence over the clauses of the Yellow Friday B.V. General Terms of Business.

Confidential Information

1.1 The Provider shall not be entitled to disclose any information relating to the existence or content of this Agreement and/or any Specific Agreement, unless after having obtained the prior, written and explicit consent of Third-Party Client. The Provider will not, nor will any of its Professionals, disclose any information to the End-Customer regarding their (working) relationship with Third-Party Client.

1.2 If the Provider violates Article 1.1 (“Confidential Information”), it shall automatically and legally be held to pay liquidated damages in the amount of EUR 25,000 per breach, without prejudice to the right of Third-Party Client to demonstrate that a higher amount of loss has been incurred and Third-Party Client’s right to claim the excess amount.

Professionals

2.1 Within ten (10) Workdays following the request of Third-Party Client, the Provider shall use its best effort to replace, without costs to Third-Party Client and without any delay in the performance of the Services, a Professional by another Professional with at least the same level of profile and qualifications as the replaced Professional, if:

a) Third-Party Client, or the (End-)Customer of Third-Party Client, is of the opinion that such Professional does not meet the necessary requirements or is not satisfied with a Professional’s performance;

b) a Professional has been absent for more than ten (10) Workdays, for whatever reason, not including illness with a health care statement by a General Practitioner or registered physician, without the prior written approval of Third-Party Client;

c) should the Provider violate this Article, then the Provider shall automatically and legally be held to pay liquidated damages in the amount of EUR 5,000 per breach, without prejudice to the right of Third-Party Client to demonstrate that a higher amount of loss has been incurred and to claim the excess amount;

d) under this Article 2.1, Provider does not obtain the right to replace the Professional, although Provider must use its best effort to replace the Professional. When Third-Party Client finds a similar or better suitable Professional, it is at Third-Party Client’s discretion to determine the Professional of choice.

2.2 The Provider shall be entitled to replace a Professional only after having received the prior, written and explicit consent of Third-Party Client. In such case:

a) the replacing Professional shall have a better or at least the same level of profile and qualifications as the replaced Professional and the replacing Professional shall be involved in the performance of the Services free of charge during a trial period with a maximum of five (5) Workdays, allowing him to become familiar with the Services. The trial period can be longer in case so requested by the End-Customer, in which case the duration of the trial period will be specified in the Specific Agreement concerned; and

b) Third-Party Client shall be entitled, at its sole discretion, to extend the term of the Specific Agreement concerned with a period that equals the time needed for the replacement of the Professional concerned, including the duration of the trial period;

c) should the Provider violate this Article 2, then the Provider shall automatically and legally be held to pay liquidated damages in the amount of EUR 25,000 per breach, without prejudice to the right of Third-Party Client to demonstrate that a higher amount of loss has been incurred and to claim the excess amount.

2.3 The Provider shall inform Third-Party Client about any holidays assigned to the Professionals and about any absences of a Professional involved, and consult with Third-Party Client about the planning of the holidays in order to safeguard the performance of the Services from any delay.

Warranties

3.1 The Provider shall indemnify and hold Third-Party Client harmless, including any compensation, fine and attorney fees, and, at Third-Party Client’s option, defend Third-Party Client at Provider’s own costs, from and against any and all claims of any customer of Third-Party Client alleging that Third-Party Client did not comply with one or more of its contractual obligations towards that customer or that non-compliance is caused by a failure of the Provider to comply with its obligations under this Agreement or any Specific Agreement, or provide Third-Party Client with any information and/or support to allow Third-Party Client to organise its defence.

Insurance

4.1 The Provider shall have a professional indemnity insurance which provides coverage of EUR 1,250,000 per event and a public liability insurance which provides coverage of EUR 700,000 per event in place during the performance of this Agreement and any Specific Agreement.

4.2 At the request of Third-Party Client, the Provider shall provide a copy of its insurance policies in place and a certificate attesting that all premiums have been duly paid.

Invoicing and Prices

5.1 Unless otherwise stipulated, undisputed invoices shall be paid by Third-Party Client to Provider within sixty (60) days upon receipt by Third-Party Client of the correct invoice. In the event that Third-Party Client does not pay an undisputed invoice timely, Provider will first send Third-Party Client a reminder by confirmed e-mail, being an e-mail that the receiver will have to verify as read and of which the sender can receive notification of delivery, allowing Third-Party Client a reasonable period to execute payment following the receipt of said e-mail. If the undisputed invoice is not paid within the aforementioned reasonable period, Third-Party Client shall not be liable to pay any compensation other than a late payment interest on the invoice amount, corresponding to the Libor three (3) month rate applicable on the due date of the invoice. Provider agrees to send all correspondence relating to invoices and payment to Third-Party Client, who will respond to Provider on Third-Party Client’s behalf.

Audit

6.1 Third-Party Client shall inform the Provider about its intention to proceed to an audit reasonably in advance. An audit can be performed at any time during the performance of a Specific Agreement and during a period of one (1) year after its termination, at least once per calendar year and each time that Third-Party Client believes there is a serious presumption of non-compliance.

Miscellaneous Provisions

7.1 Relationship between the Parties

a) During the performance of any Specific Agreement and for a period of twelve (12) months after expiration or termination of such Specific Agreement, the Provider shall not directly or indirectly assign Professionals with any customer (or End-Customer) of Third-Party Client for which the Provider’s Professionals have performed services, either directly or indirectly through their work for Third-Party Client, unless with the prior, written and explicit consent of Third-Party Client. The Provider warrants that the foregoing parties shall respect this provision.

b) In the event that the Provider does not comply with this provision, Third-Party Client shall be entitled to liquidated damages equal to the higher of:

EUR 25,000; or, if applicable,
the amounts payable by the End-Customer to Third-Party Client over the last twelve (12) months as of the effective date of the Specific Agreement for that specific End-Customer between Third-Party Client and the Provider.

7.2 Non-Solicitation

a) The Provider shall not recruit or approach, directly or indirectly, any of Third-Party Client’s employees, agents, Providers or their staff involved in the performance of the Services, irrespective of their status, in view of recruitment or cooperation under any form, directly or indirectly, for the duration of this Agreement and any Specific Agreement and for a period of twelve (12) months as of the termination or expiration of the last Contractual Document in force. If the Provider fails to comply with this Article, then it shall automatically and legally be held to pay a lump sum compensation of EUR 20,000, without prejudice to the right of Third-Party Client to demonstrate that a higher amount of loss has been incurred and Third-Party Client’s right to claim the excess amount.

b) In case employees, agents, Providers or staff of Third-Party Client involved in the performance of the Services express a wish to enter into an employer/employee relationship, neither Party will unreasonably withhold its cooperation in enabling a transfer, whilst discussing in good faith compensation for such a transfer.