Opdrachtgever specifieke voorwaarden Belastingdienst ICT (2018)

Client Specific Conditions Belastingdienst ICT

(Version 3 dated October 1st 2021)

Applicable terms and conditions

The articles below are taken from the agreement of the Third-party client with Between Staffing Nederland BV and prevail over the applicable General Purchase Conditions of Between Staffing Group BV. (applicable for Suppliers) and the General Terms and Conditions for Self-Employed Professionals Between Staffing Group B.V. (applicable for ZP).

1. Times and place of work

1.1 The work must be done within the opening hours of the Third-Party Client locations. This is between 07:00 and 19:00 on weekdays, unless stated otherwise by the Third-Party Client.
1.2 The completion of the assignment always takes place on the basis of management by and under the direction of and/or with further instructions from the Third-Party Client. The Third Party Client can always give the Professional binding directions and instructions regarding the performance of the work.

2. Replacement of Professional

2.1 Without prejudice to the other provisions in this addendum, the Contractor is permitted to temporarily or permanently replace a Professional with another natural person whereby the Contractor retains full responsibility for the quality to be delivered, available capacity and the continuity with regard to the execution of the Assignment, unless the Third-Party Client expressly excludes replaceability from the viewpoint of operational or security considerations (such as, for example, in the case of confidentiality functions). All costs for such a replacement shall be borne entirely by the Contractor.
2.2 In the event that free replacement is excluded in the Request for Proposal as intended in the previous paragraph, the Contractor is not permitted to propose a self- employed person as a candidate. In that case, the Client only wishes to hire a Professional who is employed and for whom wage tax and social insurance premiums are deducted by his or her employer.
2.3 Failure to deliver the agreed quality, capacity or continuity in the event of replacement of a Professional, other than at the express request of the Third-Party Client, shall be regarded by the Third-Party Client as improper performance of that Professional.

3. Dissolution and termination

3.1 Client has the unilateral option to extend or terminate the Assignment Specification, provided the Client has reported its decision to extend or terminate at least one month before the end of the term to the Contractor in writing. Contractor has the right to refuse an extension of an Assignment Specification but may not cancel prematurely.

4. General requirements

4.1 General requirements Professionals are proficient in Dutch, in speaking and in writing, unless the Third Party has made it known in writing that this is not necessary.
4.2 Documents will be provided in the Dutch language, unless explicitly stated otherwise in the request.
4.3 In case of detection of undesirable conduct by the deployed Professional, as a result of which the collaboration with the Third-Party Client is structurally disrupted, in case of improper use and/or destruction of resources or data of the Third-Party Client or violation of rules of conduct, procedures or (integrity) instructions by the Professional, the Client has the right to immediately dissolve the Assignment Specification. The direct costs of the improper use and/or destruction will be charged to the Contractor. Examples include: theft, vandalism and improper use of facilities.
4.4 The Third-Party Client is always entitled without prior permission from the Contractor to directly appoint a hired Professional or former hired Professional as a civil servant, with due observance of the term of any ongoing assignment. Third-Party Client, Client and Professional are indemnified from any claims, for example a non- competition clause, between the Contractor and the hired Professional.
4.5 If a (threatened) bankruptcy of a Contractor poses a threat to the availability of Professionals, the Client is entitled to deploy those Professionals through another Contractor. In that case, the Contractor cannot raise any obstacles, for example based on any existing competition clause.

5. Requirements regarding rates and invoicing

5.1 For work performed in the following time intervals at the instruction of the Third-Party Client, with prior written permission from the supervisor for the Third-Party Client, a surcharge of 50% applies to the rate in the Assignment Specification.

Days Monday through Sunday -00:00 - 06:00 - Surcharge 50%

Saturday - 18:00 - 24:00 - Surcharge 50%

Sundays and holidays 00:00 - 24:00 - Surcharge 50%
5.2 Deployed Professionals in principle have no consignment services. In such cases, the Third-Party Client may deviate from this and request that the Professional perform consignment services. The following percentages of the rate apply, per hour that the consignment is force:

Times Monday through Saturday - 00:00 - 24:00 - Percentage 5%

Sundays and holidays - 00:00 - 24:00 - Percentage 10%

5.3 As soon as the consignment service transitions to actual deployment, the regular rate will apply, and the consignment rate expires at that time.

6. Integrity

6.1 To prevent (the appearance of) conflicts of interest and in this context to protect the integrity, reliability and reputation of the Contractor, its Professional and the (Third- Party) Client, the hired Professional is not permitted to select new Professionals/candidates for the benefit of the Third-Party Client. However, the hired Professional can, after the selection by internal employees of the Third-Party Client has taken place, indicate whether or not the relevant candidate can be hired, provided the hired Professional and the candidate do not have an (in)direct economic, financial and/or personal relationship with each other. In addition, the hours worked (time-work record) of a hired Professional as a result of work on behalf of the Third-Party Client may not be approved by another hired Professional, if they are in a relationship with each other as described above.
6.2 If the provision(s) intended in this article is/are violated, the Client reserves the right to terminate the Assignment Specification with immediate effect and to hold the Contractor liable for any damages suffered or to be suffered, in accordance with Article 7 of the Addendum.
6.3 The Contractor will inform the Professional before the start of the Assignment of the Code of Conduct for Integrity in the Netherlands (https://zoek.officielebekendmakingen.nl/stcrt 2016-51732.html) and – if the Professional will use digital facilities of the State – the Code of Conduct for the Digital Work Environment (http://www.earonline.nl/index.php/Gedragsregeling_voor_de_digitale_werkomgeving). The Professional must comply with this Code of Conduct for Integrity in the Netherlands and the Code of Conduct for the Digital Work Environment.
6.4 The Code of Conduct for Integrity of the Third-Party Client or, in the absence thereof, the Code of Conduct for the Netherlands 2016 will be respected. The Contractor guarantees that the Professional(s) and third parties engaged by the Contractor for this Assignment Specification will also comply with this Code of Conduct and informs them of the existence and content of the Code of Conduct. Third-Party Client reserves the right to require the signing of a declaration regarding compliance with the intended code of conduct.
6.5 Without prejudice to the provisions in Article 5 of the AIV, the Client may – if: a) Contractor has been irrevocably sentenced in criminal terms for discrimination within the meaning of Articles 137c to 137g and Art. 429 c of the Penal Code; or b) the Deployed Professional of the Contractor has been irrevocably sentenced in criminal terms for discrimination within the meaning of Articles 137c to 137h and Art. 429 c of the Penal Code when the Professional in question is a member of a directors, management or supervisory body of the Contractor or has representation, decision-making or auditing authority therein, within three years after the conviction in question has become irrevocable – dissolve this Assignment Specification without any notice or notice of default, with immediate effect out of court by means of a registered letter.

7. Liability

7.1 If a party falls short in the fulfilment of an agreed obligation, the other party may give notice of default to the negligent party, whereby a reasonable period for the completion of the agreed obligation is provided. If fulfilment remains lacking, the negligent party is in default. Notice of default is not necessary if a deadline applies for the fulfilment or if it must be inferred from a notice or the attitude of the other party that it will fall short in the fulfilment of the obligation. The party who attributably falls short in the fulfilment of the obligations is liable to the other party for damages suffered and/or to be suffered by that other party.
7.2 The liability intended in this article for personal and property damage and resulting damage is limited to an amount of 1,250,000 euros per event. Related events are considered as one event. The limitations of liability included in this article expire:

a) In the event of claims by third parties for damage compensation as a result of death or injury; and/or

b) If there is intent or gross negligence on the part of the other party or its Personnel; and/or

c) In the event of violation of intellectual property rights as intended in article 10.

7.3 The liability of the Contractor as intended in this article is limited to direct damage of the Third-Party Client. Direct damage means:

a) Damage to property of the Third-Party Client and/or third parties;

b) The costs of being forced to hire third parties;

c) The costs of stagnation of Professionals, goods and facilities of Third-Party Client, the costs of stagnation of third parties hired by the Third-Party Client in the context of the fulfilment of the assignment, insofar as these costs are, in all reasonableness, unavoidable;

d) Compensation and penalties demonstrably owed to third parties and the value of loss of warranty rights provided by third parties;

e) Reasonable costs incurred to prevent or limit direct damage that may be expected as a result of the event on which liability is based;

f) Reasonable costs incurred to determine the cause of damage, the liability, the direct damage and the method of recovery.

All other damage is considered as indirect damage. The limitations of liability included in this article expire:

a) In the event of claims by third parties for damage compensation as a result of death or injury; and/or

b) If there is intent or gross negligence on the part of the other party or its Personnel; and/or

c) In the event of violation of intellectual property rights as intended in article 10.

7.4 All obligations, including those under the tax, health insurance and social insurance legislation relating to Personnel of the Contractor are at the expense of the Contractor. The Contractor indemnifies the Client and Third-Party Client against any liability related thereto.
7.5 An indemnification accepted by the Contractor shall be limited to the maximum amount specified in Article 7.2 of this addendum. Indemnifications on the grounds of article 7.5 of these addendum Conditions remain in full force and without limitation. An indemnification does not extend to the extent that the responsibility of the Third-Party Client should be at the risk of the Contractor. The indemnification does not apply insofar as an infringement, as intended in Article 10 of this addendum, arises as a result of a modification in the Performance made by the Third-Party Client or by a third party engaged by the Third-Party Client as well as if the infringement is the consequence of incorrect or improper use of the Performance by the Third-Party Client.

8. Confidentiality

8.1 The Professional signs a confidentiality statement prior to commencement of the work.
8.2 The Contractor makes no implicit or explicit mention of the Performance in publications (including press releases) or advertising statements and does not use the Client's name as a reference, except after permission from the Third-Party Client.
8.3 The Parties shall in no way whatsoever make known that of which is learned in the fulfilment of the Assignment and of which the confidential nature is known or can reasonably be suspected, except insofar as any law or judicial ruling obliges disclosure. Held equivalent to a judicial ruling in this context is a decision by a body that is authorized pursuant to Article 37.1 to settle the dispute if the parties have agreed on another form of dispute settlement.
8.4 The Parties oblige their Personnel to comply with the duty of confidentiality in this article.
8.5 At the request of the (Third-Party) Client, the Contractor shall cooperate with the performance of supervision by or on behalf of the (Third-Party) Client for the storage and use of confidential information by the Contractor.
8.6 The Contractor shall make all information available that it applicable in the context of the fulfilment of the Assignment, including any copies thereof, at the Third-Party Client's first request. Violation of the confidentiality obligation included in this article by the Contractor is subject to a non-reducible penalty, immediately due and payable, of € 50,000.00 per violation. This penalty does not affect the right of the Client to claim the actual damages suffered.

9. Intellectual property

9.1 All intellectual property rights that can or will be able to be exercised with regard to the Assignment, wherever and whenever that applies, rest with:
a) The Third-Party Client insofar as it concerns an Assignment that is or will be designed or produced specifically for the Third-Party Client and/or is or will be realized under the direction or supervision of the Third-Party Client or on the basis of the Third-Party Client's instructions or designs. Insofar as necessary, these rights will be transferred by the Contractor to the Third-Party Client on the grounds of the Assignment Specification, which transfer is now accepted in advance by the Third Party Client;
b) Contractor or a third party in all other cases. In that case, the Contractor grants to the Third-Party Client a non-exclusive right to the use of the Assignment to be further determined with the Assignment Specification that is in any case sufficient for compliance with the provisions of the Assignment Specification.
9.2 By signing the Assignment Specification, the rights intended in this article will be transferred to the Third-Party Contractor. Insofar as a further deed is required at any time for the transfer of these rights, the Contractor hereby irrevocably authorizes the Third-Party Client in advance to prepare such a deed and to sign it on behalf of the Contractor, all without prejudice to the Contractor's obligation to cooperate with the transfer of these rights without being able to impose conditions and at the first request of the Third-Party Client. The Contractor hereby also irrevocably authorizes the Third-Party Client to record the transfer of these intellectual property rights in the relevant registers, or to have this done.
9.3 In the event of difference of opinion between parties regarding intellectual property rights to (parts of) an Assignment, it will be assumed, subject to evidence to the contrary, that those rights rest with the Third-Party Client. The Third-Party Client may continue with the Agreed use regardless of the outcome of that dispute.
9.4 The Contractor also, inasmuch as necessary, also on behalf of its Personnel, waives any personal rights that may be due to it as intended in Article 25, paragraph 1, sub a through c of the Copyright Act, to the extent that the legislation permits such a waiver. The Contractor guarantees that the Third-Party Client is authorized to make this waiver on behalf of its Professional.
9.5 Contractor indemnifies the (Third-Party) Client against claims of third parties in respect of an (alleged) infringement of intellectual property rights of those third parties, including personal rights as intended in Article 25, first paragraph of the Copyright Act, comparable claims with respect to knowledge, unfair competition and the like. At the first request of the Third-Party Client, the Contractor shall take up the defence in any procedure that may be instituted against the (Third-Party) Client in connection with the Assignment due to infringement of the intellectual property rights of a third party. The Third-Party Client will immediately inform the Contractor of such an action and provide the Contractor with the necessary authority and assistance. The Contractor indemnifies the (Third-Party) Client against all damage and costs to which it may be sentenced in such proceedings as well as against the costs of that procedure itself, including but not limited to the costs related to getting legal advice in connection therewith.
9.6 In the event of an alleged infringement of the intellectual property rights of a third party, the Contractor shall take all measures at its expense that may contribute to the prevention of stagnation of the Third-Party Client's business operations and to limit the costs to be incurred and/or damages to be suffered as a result thereof.
9.7 Without prejudice to that provided in this article, the Third-Party Client may, if third parties challenge the Third-Party Client in court in the matter of infringement of intellectual property rights, dissolve the Assignment Specification out of court in whole or in part, all without prejudice to the Third-Party Client's further rights towards the Contractor, including but not limited to any right to damage compensation.
9.8 Articles 42 through 47 of ARBIT-2016 are applicable here.

10. Subcontracting

10.1 It is not permitted to include one or more other intermediary parties in the contract chain in addition to the Contractor. A party in which the Professional is wholly or partly a shareholder, or a party that is part of the Contractor, is not considered an intermediary in this context.
10.2 For fulfilling the Assignment, the Contractor may only use the services of third parties with the prior permission of the Third-Party Client. This permission, to which further conditions can be attached by the Third-Party Client, may not be refused without reasonable grounds.
10.3 Consent of the Third-Party Client shall not affect the Contractor's own responsibility and liability for the fulfilment of its obligations under the Assignment Specification and the obligations as an employer under the tax, health insurance and social security legislation.

11. Transfer of rights and obligations

11.1 Parties will not transfer rights and obligations arising from the Assignment Specification to a third party without the permission of the other party. This permission, to which further conditions can be attached, may not be refused without reasonable grounds.
11.2 The first paragraph does not apply with regard to establishing limited rights such as a right of pledge.

12. Insurance

12.1 The Contractor is insured in a way that is appropriate and customary according to commercial standards and maintains insurance against civil liability.
12.2 The insurance against civil liability provides coverage for at least EUR 1,250,000 per claim, with a minimum annual payment of 200% of this amount.
12.3 Upon request, the Contractor shall immediately submit proof of premium payment to the (Third-Party) Client, whereby the Contractor, except in the case of legal obligations obstructing this, gives notice of previous claims under the same policy in the current insurance year.
12.4 The Contractor will not terminate an insurance as intended in this article for the duration of the Assignment Specification without prior permission from the Third- Party Client. Neither will the Contractor change, by own initiative, the conditions under which this insurance was taken out, if this is to the detriment of the Third- Party Client.

13. Other provisions

13.1 The following articles of the ARBIT 2016 also apply to this Addendum:

- Art. 4 through 13, with the exception of 12.3

- Art. 25, 28 and 68 through 83

Opdrachtgever specifieke voorwaarden Belastingdienst ICT (2018) – Leveranciers