Terms and Conditions

1. Arx Corporate Consultants BV

This description contains the general terms and conditions under which Arx Corporate Consultants BV makes offers, accepts assignments and enters into agreements.

The general terms and conditions, included in chapter 2, apply to all situations in which employees perform work at or for clients of Arx Corporate Consultants BV via the intermediary services of Arx Corporate Consultants BV.

Chapters 3 and 4 mention the special terms and conditions that apply to the services of Arx Corporate Consultants BV (project support, recruitment & selection) specified and defined in those chapters. These special terms and conditions apply in addition to the general terms and conditions. If the special terms and conditions deviate from the general terms and conditions, this will be indicated in the special terms and conditions.

Provisions and agreements deviating from these general and special terms and conditions are only legally valid insofar as they have been confirmed in writing by Arx Corporate Consultants BV.

2. General terms and conditions Arx Corporate Consultants BV

Article 1 | DEFINITIONS

Secondment: making a professional available
by Arx Corporate Consultants BV to clients for the performance of work for those clients.

Client: any natural or legal person who
intervention of Arx Corporate Consultants provides a professional.

Assignment: the agreement between Arx Corporate Consultants and a
client on the basis of which a single professional performs work for the client in question through the intermediary of Arx Corporate Consultants BV. Arx Corporate Consultants BV will confirm each assignment stating the nature of the service. In the absence of such confirmation, this nature of the service is inferred from the correspondence between the parties.

Professional: an employee who, on the basis of a
employment contract for a definite or indefinite period with Arx Corporate Consultants BV, or on the basis of self-employment (ZZP), is made available by Arx Corporate Consultants BV to clients of Arx Corporate Consultants BV.

Synonyms: Secondment worker, Seconded employee.

Article 2 | APPLICABILITY

These general terms and conditions apply to all offers from, assignments to and agreements with Arx Corporate Consultants BV.
General terms and conditions or deviating stipulations of clients are only valid if and insofar as they have been accepted in writing by Arx Corporate Consultants BV. Such acceptance cannot and may not be deduced from the fact that Arx Corporate Consultants BV leaves it undisputed that the client does not accept the general terms and conditions of Arx Corporate Consultants BV and/or declares other terms and conditions applicable.

Article 3 | OFFERS

The offers drawn up by Arx Corporate Consultants BV are non-binding, unless they include a term for acceptance.
Arx Corporate Consultants BV has the right to revoke its offer within 2 working days after receipt of the acceptance.
Oral promises are only binding on ACC after they have been confirmed in writing.
Arx Corporate Consultants BV is not bound to perform at a price stated in the offer if this price is based on an obvious printing or writing error.

Article 4 | SIMILARITIES

An agreement is concluded if Arx Corporate Consultants BV confirms an assignment in writing or has actually carried it out.
Arx Corporate Consultants BV assumes a best efforts obligation by the conclusion of the agreement. It will make every effort to achieve the result intended according to the assignment, without guaranteeing this result as such.

Article 5 | SELECTION

Arx Corporate Consultants BV chooses the professional to be made available on the basis of the qualities and skills of the available employees known to Arx Corporate Consultants BV and on the basis of objective selection criteria and information provided by the client to Arx Corporate Consultants BV on the work to be assigned on the other hand.
Arx Corporate Consultants BV is entirely free to choose the persons it makes available on request.
The choice of the person or persons whom Arx Corporate Consultants BV seconds to a client is made in close consultation with that client.
If a professional demonstrably does not meet the requirements set by the client, the client will inform Arx Corporate Consultants BV of this as soon as possible, but no later than on the fifth working day after the start of the work by that professional. In this case, the client does not owe any compensation to Arx Corporate Consultants BV in connection with this professional, unless expressly agreed otherwise in advance.
If a duration of at least two months has been agreed for an assignment and after the fifth day, but within one month after commencement of the work, a professional shows that the professional demonstrably does not meet the requirements set by the client, the client is that professional is only obliged to pay to Arx Corporate Consultants BV the wage costs owed by Arx Corporate Consultants BV in connection with that professional over the period worked at the client and half of the surcharge of Arx Corporate Consultants BV included in the rate at the client is discounted over the same period. Insofar as the client has already paid the relevant rate in full, half of the aforementioned surcharge will be refunded to the client by Arx Corporate Consultants BV.
The provisions of the previous two paragraphs of this article only apply to the first provision of a professional to the client and do not apply if a professional has previously worked for the client (via Arx Corporate Consultants BV or employed by the client itself), or if a client has a professional continue working against the advice of Arx Corporate Consultants BV.
For the rest, Arx Corporate Consultants BV is not liable for the provision of professionals who do not appear to meet the requirements set by the client, unless the client proves that there is gross negligence on the part of Arx Corporate Consultants BV in the selection, in which case the liability of Arx Corporate Consultants BV remains limited to the rate charged to the client in connection with the relevant professional. Any complaint in this respect must be submitted by the client to Arx Corporate Consultants BV within one month after the commencement of the work by the relevant professional at the client; Complaints received after that time are not admissible, the client in any case bears the full risk in which he has the relevant professional continue to work, since the client is fully obliged to lead and supervise.

Article 6 | WORKING HOURS

The client is not free to agree working hours or working hours with a professional that deviate from the working hours and/or working hours agreed with Arx Corporate Consultants, unless Arx Corporate Consultants agrees to the deviation(s) in advance in writing.
Arx Corporate Consultants BV can never be held liable by the client in connection with the working hours and/or working hours of professionals.

Article 7 | LIABILITY

Arx Corporate Consultants BV bears no liability whatsoever for damage and losses that professionals made available by Arx Corporate Consultants may cause to third parties or to the client itself.
Arx Corporate Consultants BV is also not liable for any commitments entered into by professionals made available by Arx Corporate Consultants BV and which bind the client or which have otherwise arisen for these professionals during work at the client and which the client or its staff or bind other third parties.
The client will be liable and indemnify Arx Corporate Consultants BV against any claims from professionals for compensation of damage suffered because an item belonging to that force and used by it in the context of the work assigned to it has been damaged.
Explanation of Articles 6 and 7.
Pursuant to Section 6:170 of the Dutch Civil Code, the client is liable for all those whom he has commissioned to carry out his work under his full management and supervision.
On grounds of reasonableness and fairness, the client can be liable towards the professional for damage to the professional's own property that he uses to perform his work for the client.
Pursuant to Article 6:162 of the Dutch Civil Code in conjunction with Article 7A:1638 x of the Dutch Civil Code, the client can be held liable for damage suffered by a professional to 'body, dignity and goods', incurred during the work at the client. Since the client has sole influence on these working conditions, Arx Corporate Consultants BV reserves the right to recover any claims in this respect against the address of Arx Corporate Consultants BV from the client and, if necessary, to indemnify the client against this.
Clients are advised to check their liability insurance in connection with this liability and to expand it if necessary.

Article 8 | WORKING CONDITIONS

The client is regarded as the employer of professionals within the meaning of the Working Conditions Act and as such is obliged to ensure that the activities of professionals take place with due observance of the requirements set by or pursuant to that law. Pursuant to that law, the client is obliged to provide Arx Corporate Consultants BV with a document containing the specific characteristics of the position to be occupied in good time before the work of a professional commences, for forwarding to that professional.
If the client has not or insufficiently fulfilled its obligations under paragraph 1 of this article and the relevant professional, Arx Corporate Consultants BV or surviving relatives of the professional as a result suffer damage within the meaning of article 7A: 1638 x Dutch Civil Code or otherwise, the the client is obliged towards Arx Corporate Consultants BV to pay compensation for damage to the professional or his surviving relatives, unless the client provides proof that the non - or insufficient - fulfillment is due to force majeure, or that the damage or death of the employee is due to gross negligence on the part of the employee is to blame. The client will indemnify Arx Corporate Consultants BV at all times against claims as referred to in this article and grants Arx Corporate Consultants BV the authority to assign its claims in this respect against the client to the directly interested party(ies) or also on behalf of Arx Corporate Consultants BV against to enforce the client.

Article 9 | HOUR ACCOUNTING FORM

The invoices of Arx Corporate Consultants BV are drawn up on the basis of the time sheets signed for approval by the client, also known as declarations, which bind the client. The client is obliged to ensure that the timesheets state the correct number of hours worked, overtime and other allowance hours, that the columns that are not applicable are crossed out and that the actual expenses incurred have been entered truthfully.
In the event of a difference between the timesheet form submitted by the professional to Arx Corporate Consultants BV and the copy retained by the client, the timesheet form submitted to Arx Corporate Consultants BV for settlement, which will be included in the invoice, will serve as full evidence, subject to evidence to the contrary by the client that the copy kept by him is correct.
If the client refuses to sign the professional's timesheet for approval and/or does not send a - in his opinion correctly completed - time sheet to Arx Corporate Consultants B.V. within 14 days after the relevant work. provided, Arx Corporate Consultants BV has the right to set the number of hours worked by the professional in a binding manner in accordance with the professional's statement or, in the absence of such statement, to determine the agreed working hours of the professional.

Article 10 | PAYMENT

The client is at all times obliged to pay every invoice for professionals submitted by Arx Corporate Consultants BV within 30 days of sending the invoice, unless agreed otherwise between the client and Arx Corporate Consultants BV.
Only payments to Arx Corporate Consultants BV have a liberating effect. Payments to professionals or the provision of advances to these professionals are prohibited and unimpeded and can never constitute grounds for debt redemption or set-off.
If an invoice from Arx Corporate Consultants BV has not been paid within 30 days after sending, the client will owe interest on the outstanding amount of 1% per month or part of a month, without notice of default.
The carbon copy of the invoice sent by Arx Corporate Consultants BV serves as full proof of the interest being owed and the day on which the interest calculation begins.
Complaints about the invoice must be submitted in writing to Arx Corporate Consultants BV within eight days after the day the invoice was sent. After this period, the client has processed his rights.
All costs of collection, including the full costs of legal assistance, both in and out of court - granted by whomsoever - are entirely for the account of the client. The compensation for extrajudicial costs is fixed at 15% of the principal sum due. As soon as legal assistance has been called in by Arx Corporate Consultants BV or the claim has been handed over for collection by Arx Corporate Consultants BV, this fee will always be charged without any further proof and will be payable by the client to Arx Corporate Consultants BV.

Article 11 | DIRECT LABOR RELATIONSHIP

If the client wishes to enter into an employment relationship directly for itself, through and/or for third parties with a professional made available within a period of twelve months after the start of the work, it will Arx Corporate Consultants _cc781905-5cde-3194-bb3b- 136bad5cf58d_B.V. prior written notice thereof. Such a takeover of a professional requires the prior consent of Arx Corporate Consultants BV.
In the situation described in the previous paragraph, the client will inform Arx Corporate Consultants B.V. on account of compensation, to cover overhead costs, etc., pay 27% of the most recently applicable rate for the professional concerned, for the duration of the period from the start of the relevant (new) employment relationship to the moment of the termination of the contract in the previous period of twelve months referred to in paragraph.
The provisions of the previous two paragraphs of this article do not affect the provisions of article 12, which, unless otherwise agreed, will continue as long as it has not been terminated in accordance with that article.

Article 12 | EMPLOYMENT ABROAD

The client is prohibited from employing a professional made available to him outside the Netherlands without the prior permission of Arx Corporate Consultants BV or otherwise obliging or requesting him to go to a place outside the Netherlands in connection with the work. The client must immediately return the professional to the Netherlands as soon as Arx Corporate Consultants BV withdraws its permission from the client.

Article 13 | DURATION AND TERMINATION OF POSTING

The Assignment is valid for the duration agreed upon when the assignment was concluded and confirmed by Arx Corporate Consultants BV to the client. The assignment can only be terminated prematurely by the client subject to payment of the agreed rate for the remaining term of the assignment, unless and insofar as Arx Corporate Consultants BV sends the professional for the remaining term of the employment contract for similar work and at an equal rate. another client can second or the employment contract between Arx Corporate Consultants BV and the professional ends prematurely.
The duration of the assignment is agreed as much as possible in the form of a calendar period. If this is not possible in view of the nature of the assignment and/or the work to be performed, the duration of the assignment will be made dependent on the occurrence of a certain future event or the termination of a specific project and agreed as such in advance and recorded in writing. . The time of termination of (the duration of) the assignment to be agreed upon in this way must be objectively determinable and, if necessary, is supplemented with a final date of termination.
If the duration of an assignment, in accordance with paragraph 2 of this article, is made dependent on a certain future event or the termination of a specific project, the client is obliged, as soon as it is known when this event will occur and when exactly the project ends, to give Arx Corporate Consultants BV written notice of this immediately, but no later than four weeks in advance. In the absence of such timely notification, the client is liable for any damage suffered by Arx Corporate Consultants BV that is the direct or indirect consequence thereof.
The client owes payment to Arx Corporate Consultants BV for all hours for the entire duration of an assignment, unless no work has been performed as a result of a circumstance on the part of Arx Corporate Consultants BV or on the side of the professional.
Without the permission of Arx Corporate Consultants BV, the client is not allowed to have the professional perform other activities than those agreed upon in the assignment, in particular not if these other activities could influence the duration of the secondment.
Irrespective of the provisions of the previous paragraphs, Arx Corporate Consultants BV can never be held liable for a termination made necessary by or on the basis of a government regulation, even if this only applies to Arx Corporate Consultants BV, or for a termination by the professional of the work for the client, even if this takes place without observance of any term, however short, but Arx Corporate Consultants BV will use reasonable care that - if possible also with due observance of the foregoing - the client is notified of this as soon as possible may be informed and that, if desired, another professional will be provided to the client. With regard to this new professional, a new assignment arises, to which this article applies separately.

Article 14 | OVERTIME

Overtime and any on-call duties are designated as such and passed on by Arx Corporate Consultants BV in accordance with the applicable Collective Labor Agreement or the applicable terms and conditions of employment at Arx Corporate Consultants BV or, if agreed, in accordance with the applicable regulations at the client.

Article 15 | HOLIDAYS

The time and duration of a professional's holiday is determined in mutual consultation between the client, Arx Corporate Consultants BV and the professional.

Article 16 | CONFIDENTIALITY

Arx Corporate Consultants BV is obliged vis-à-vis the client to ensure that a professional to be made available commits himself in writing to Arx Corporate Consultants BV to secrecy regarding general terms and conditions, which he becomes aware of during the practice of his profession and of which he can and must reasonably suspect that disclosure thereof may cause damage to Arx Corporate Consultants BV and/or the client.
The client is free to request a separate confidentiality statement from the professional.

Article 17 | INDUSTRIAL AND INTELLECTUAL PROPERTY

Arx Corporate Consultants BV will, insofar as possible, arrange cq. promote that all intellectual and industrial property rights to the results of the professional's work will be transferred to the client. If Arx Corporate Consultants BV owes a fee to the professional in connection therewith, the client will owe an equal fee to Arx Corporate Consultants BV.
The client is free to make a separate arrangement with the professional regarding intellectual and industrial property rights on the results of the professional's work during the assignment.

Article 18 | RATE CHANGE

If the work of a professional deviates from or changes from the originally agreed work in such a way that it justifies a higher remuneration, then Arx Corporate Consultants BV is free to adjust the remuneration of the professional accordingly.
Any increase in the wage costs of a posted professional entitles Arx Corporate Consultants BV to increase the rate owed by the client accordingly with effect from the time of that increase.
Arx Corporate Consultants BV is also entitled to adjust the rate during the term of an assignment, as of 1 January of each year in accordance with the CPI percentage and when the remuneration/cost reimbursement or deductions from the professional on the basis of the employment contract and/or legal changes must be adapted.

Article 19 | DISPUTES

All disputes, including those which are only regarded as such by one of the parties, which may arise as a result of offers, agreements or the performance of work between the parties, will be settled by the competent court in the district of the main place of business of Arx Corporate. Consultant BV.
2. If, according to the law, another court has jurisdiction than the court designated in the first paragraph of this article, the other party has the right, within one month after it has been informed by or on behalf of Arx Corporate Consultants BV of the fact that the dispute will be submitted to the competent court in the district of its principal place of business, to declare that it does not agree with the appeal under the first paragraph of this article.
Without prejudice to the provisions of paragraphs 1 and 2 of this article, Arx Corporate Consultants BV is authorized to submit the disputes referred to in paragraph 1 of this article to the competent court according to statutory rules of competence.
Dutch law applies to every agreement between Arx Corporate Consultants BV and the client.

3. SPECIAL TERMS AND CONDITIONS PROJECT SUPPORT

In addition to the general terms and conditions in chapter 2, these special terms and conditions apply to assignments as defined in article 1 below. Insofar as these special terms and conditions deviate from the aforementioned general terms and conditions, the provisions of these deviating special terms and conditions apply.

Article 1 | DEFINITIONS

Assignment: the agreement between Arx Corporate Consultants BV and a client on the basis of which Arx Corporate Consultants BV carries out work for the benefit of the client.

Article 2 | EXECUTION OF THE ORDER

When carrying out the assignment, Arx Corporate Consultants BV takes into account as much as possible the result desired by the client, also in detail. To this end, regular consultations take place between the client and Arx Corporate Consultants BV.
Arx Corporate Consultants BV will have the assignment carried out as much as possible by the same person or persons, but reserves the exclusive right to decide on this.
If the client so wishes, the assignment will be carried out at the client's company or at another location to be designated by the client. If the client makes use of this option, he will provide the necessary material on site. The additional travel and accommodation costs incurred by personnel of Arx Corporate Consultants BV will be charged separately to the client.
Arx Corporate Consultants BV guarantees proper execution of the assignment: the correct processing of the data provided and to be provided by the client in the designs, drawings and other activities to be produced by Arx Corporate Consultants BV. Arx Corporate Consultants BV is not responsible for the content, the proper functioning or the intended result, etc. of the data provided by the client.
Orders to draw up a cost estimate are carried out by Arx Corporate Consultants BV to the best of its ability.

Article 3 | LIABILITY

Arx Corporate Consultants BV undertakes to rectify any shortcomings attributable to it in the performance of the assignment at the expense of Arx Corporate Consultants BV.
Any liability on the part of Arx Corporate Consultants BV is limited to direct damage and furthermore, if necessary, to carry out the assignment again at its own expense or - in money - up to a maximum of the rate charged to the client in connection with the relevant assignment.
The liability of Arx Corporate Consultants BV lapses one year after the assigned work has been completed.
Arx Corporate Consultants BV accepts no liability in connection with cost estimates if it appears that the work cannot be completed for the estimated cost.

Article 4 | DURATION AND TERMINATION OF THE ASSIGNMENT

The client can withdraw an assignment during the execution, provided that it indemnifies Arx Corporate Consultants BV in respect of all costs, labor and loss of profit incurred and to be incurred by Arx Corporate Consultants BV. Arx Corporate Consultants BV will in this case make every effort to limit its costs.
Special conditions Recruitment & Selection

In addition to the general terms and conditions in chapter 2, these special terms and conditions apply to assignments as defined in article 1 below. Insofar as these special terms and conditions deviate from the general terms and conditions, the provisions of these deviating special terms and conditions apply.

Article 1 | DEFINITIONS

Recruitment and Selection: assisting employers in their search for professionals, with the aim of establishing an employment contract or a related direct employment relationship between the employer and the professional.

Client: the employer who uses the recruitment and selection
by Arx Corporate Consultants BV .

Professional: the (prospective) employee who is involved in the recruitment and selection of Arx Corporate Consultants BV for a client.

Assignment: the agreement between the client and Arx
Corporate Consultants BV on the basis of which Arx Corporate Consultants BV carries out recruitment and selection activities for the relevant client.

Article 2 | EXECUTION OF THE ORDER

By accepting an assignment for recruitment and selection, Arx Corporate Consultants BV assumes a best efforts obligation. A nomination of a candidate for a vacancy is made to the best of our knowledge and in accordance with the standards of good workmanship.
Information provided to Arx Corporate Consultants BV by the client itself will be accepted as correct.
Information provided to Arx Corporate Consultants BV by a professional will, as far as possible, be checked or verified by means of references. References are only obtained with the permission of the professional. Obtained references are provided by Arx Corporate Consultants BV to the client.
The client is responsible for his final choice of a professional.
Arx Corporate Consultants BV is not liable if the professional does not appear to meet the requirements or expectations of the client, unless this is the demonstrable result of acts or omissions of Arx Corporate Consultants BV contrary to the provisions of paragraph 1 of this article. Any liability of Arx Corporate Consultants BV in that case is limited to direct damage suffered by the client and to a maximum of the compensation charged and/or to be charged to the client in connection with the relevant assignment.
The provisions of paragraphs 4 and 5 do not affect the (possible) effect of the provisions of Article 4 paragraph 1.

Article 3 | DURATION AND PAYMENT

An assignment ends with its success, consisting in the acceptance by the client of the nominated professional.
Payment of the remuneration owed by the client to Arx Corporate Consultants BV is made in two installments: the first installment upon the conclusion of the employment contract and the second installment after the probationary period in the employment contract has expired.
If the employment contract between the client and the professional ends in the probationary period due to demonstrable unsuitability of the professional for the position, Arx Corporate Consultants BV will still recruit and select a professional under the originally agreed conditions and for the originally agreed fee. Only additional costs to third parties will then be charged.

Article 4 | LIABILITY

Arx Corporate Consultants BV bears no liability whatsoever for damage and losses resulting from acts or omissions of professionals with whom an employment contract or a related agreement has been concluded (partly) as a result of the recruitment and selection by Arx Corporate Consultants BV.

Terms and Conditions

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