General conditions

For the provision of temporary workers by Pollux Personeelsdiensten B.V.

Article 1 Scope

1. These General Terms and Conditions apply to all offers, quotations, assignments, and other agreements—whether verbal or written—of Pollux Personeelsdiensten B.V., hereinafter referred to as: “the Temporary Employment Agency,” insofar as these terms relate to the provision of one or more temporary workers to clients.
2. Unless otherwise expressly agreed in writing between the Staffing Agency and the Client, paragraph 1 also applies to any agreement arising from a prior agreement to which these general terms and conditions have been declared applicable.
3. These general terms and conditions also apply to all legal acts of the Temporary Employment Agency with, for, or against the Client, including non-contractual obligations. All provisions in these general terms and conditions are also intended to benefit persons on the part of the Temporary Employment Agency who are involved in the performance of the agreement and/or persons who bear any liability in this regard.
4. Any purchasing or other terms and conditions of the Client shall not apply.
5. Any agreements that deviate from these Terms and Conditions are only applicable if agreed upon in writing.
6. The Temporary Employment Agency is not liable for any incorrect information or figures in brochures, quotations, order confirmations, or invoices, nor is the Temporary Employment Agency bound by such information or figures.

Article 2 Definitions

For the purposes of these General Terms and Conditions, the following terms shall have the following meanings:

1. Temporary employment agency: a temporary employment agency based in the Netherlands that provides temporary workers to clients under a contract.
2. Temporary employee: any natural person who has been recruited and selected by the temporary employment agency and has entered into a temporary employment contract as referred to in Article 7:690 of the Dutch Civil Code with the temporary employment agency for the purpose of performing work for third parties under the direction and supervision of those third parties.
3. Client: any natural or legal person who has a Temporary Worker perform work under the client’s direction and supervision within the framework of an assignment as referred to in paragraph 4 of this article.
4. Assignment: the agreement between a Client and the Temporary Employment Agency pursuant to which a single Temporary Employee, as referred to in paragraph 2 of this article, is made available by the Temporary Employment Agency to the Client to perform work under the Client’s direction and supervision, in exchange for payment of the client rate.
5. Assignment: the employment of a temporary worker as part of an assignment.
6. Temporary Employment Clause: the written provision in the employment contract between the temporary employment agency and the temporary employee and/or in the collective bargaining agreement, stipulating that the employment contract terminates by operation of law when the temporary employment agency’s assignment of the temporary worker to the client comes to an end at the client’s request (Article 7:691(2) of the Dutch Civil Code).
7. CBA: the applicable collective bargaining agreement for temporary workers, concluded between the Dutch Association of Employment Agencies and Temporary Employment Firms (NBBU) on the one hand and the National Interest Association (LBV) on the other.
8. Client Rate: the rate (excluding VAT) owed by the Client to the Staffing Agency, which is directly proportional to the terms and conditions of employment owed to the Temporary Employee.
9. Equal pay: Equal pay as defined in Article 21 of the Collective Bargaining Agreement, namely:
   1. The temporary worker is entitled to equal pay.
   2. Equal pay means that the total of the temporary worker’s essential terms and conditions of employment must be at least equivalent to the total of the essential terms and conditions of employment of the employee working for the client in an equivalent position. This refers to the following terms and conditions of employment at the client’s company:
      1. wages and other compensation;
      2. working hours, including overtime, rest periods, night shifts, breaks, the duration of vacation, and work on public holidays.
   3. With regard to the total of the non-essential terms and conditions of employment—that is, the essential terms and conditions of employment not mentioned in paragraph 2—the temporary worker is also entitled to remuneration that is at least equivalent to that of an employee of the client in an identical or equivalent position.
   4. The total terms and conditions of employment for the temporary worker, as referred to in paragraphs 2 and 3 of this article, must be at least equivalent to the total terms and conditions of employment for an employee of the client in the same or a comparable position.

Article 3 Formation of the Agreement

1. All offers and price quotations from the Temporary Employment Agency are non-binding, unless the contrary is expressly stated in an individualized written quotation from the Temporary Employment Agency.
2. A contract is formed when the Client accepts the Temporary Employment Agency’s offer. Acceptance may be evidenced by a signature, but also by performing the contract.

Article 4 The Assignment and the Assignment of Personnel

Assignment

1. The contract is entered into for a fixed term or an indefinite term.
2. A fixed-term contract is a contract that is entered into:
   • either for a fixed period; or for a determinable period; or for a determinable period that does not exceed a fixed period.
   A fixed-term contract terminates by operation of law upon the expiration of the agreed-upon term or upon the occurrence of a predetermined, objectively determinable event.

End of assignment

3. Termination of an open-ended assignment must be made in writing, subject to a notice period of 15 calendar days, unless the Client and the Temporary Employment Agency have agreed in writing to a different notice period.
4. Early termination of a fixed-term assignment is not permitted, unless otherwise agreed in writing. If early termination has been agreed upon, termination is possible with a notice period of 15 calendar days, unless a different notice period has been agreed upon in writing between the Client and the Staffing Agency. Notice of termination must be given in writing.
5. Failure to observe the notice period specified in paragraph 4 obligates the Client to extend the assignment by as many days as necessary to comply with the prescribed notice period and, consequently, to allow the Temporary Employee to continue working during the notice period or to pay the Temporary Employment Agency compensation equal to the rate the Temporary Employment Agency would have received, if the Temporary Employee had continued to work for the Client as usual during the notice period, and to pay all amounts to which the Temporary Employee is entitled from the Temporary Employment Agency.
6. Each contract shall terminate immediately upon termination at the time one of the parties invokes the termination of the contract because:
   • the other party is in default; the other party has been liquidated; the other party has been declared bankrupt or has filed for a stay of payments; the other party otherwise loses the free disposal of its assets.
   If the Temporary Employment Agency invokes termination on one of these grounds, the Client’s conduct—on which the termination is based—constitutes the Client’s request to terminate the assignment. This does not give rise to any liability on the part of the Temporary Employment Agency for any damages the Client may suffer as a result. As a result of the termination, the Temporary Employment Agency’s claims shall become immediately due and payable.

End of Assignment

7. The end of the assignment marks the end of the placement. Termination of the assignment by the Client entails the Client’s request to the staffing agency to terminate the current assignment(s) as of the date on which the assignment is legally terminated, or on which the assignment is legally dissolved, respectively. In all cases where the Client notifies the Staffing Agency of the termination of the assignment, the Client must simultaneously notify the Temporary Employee of the end of the assignment; failure to do so will prevent the notice period from commencing.
8. The Client is required, upon the first request of the Temporary Employment Agency, to provide the Temporary Employment Agency with written confirmation that the assignment has been terminated at the Client’s request.
9. The assignment shall terminate by operation of law as soon as the Temporary Employment Agency is no longer able to make the Temporary Employee available, because the employment contract between the Temporary Employment Agency and the Temporary Employee has ended and this employment contract is not immediately renewed for the benefit of the same Client, and the Temporary Employment Agency is unable to provide a replacement. In this case, the Temporary Employment Agency is not at fault toward the Client and is also not liable for any damages the Client may suffer as a result.

Article 5 Replacement and Availability

1. The Temporary Employment Agency is entitled to offer a replacement temporary employee during the term of the assignment. The Client may reject such a proposal on reasonable grounds.
2. The Temporary Employment Agency may assign a Temporary Employee to multiple clients. Therefore, there is no exclusive assignment of a Temporary Employee to a Client.
3. The Temporary Employment Agency is entitled at any time to propose to the Client that a Temporary Employee who has been made available be replaced by another Temporary Employee while the assignment continues, in light of the Temporary Employment Agency’s business or personnel policies, the preservation of employment, or compliance with applicable laws and regulations. The Client shall reject such a proposal only on reasonable grounds. Upon request, the Client shall provide written justification for any rejection.
4. The Temporary Employment Agency shall not be deemed to have failed in its obligations to the Client and shall not be obligated to compensate the Client for any damages or costs if, for any reason whatsoever, the Temporary Employment Agency is unable (any longer), or at least not in the manner and to the extent agreed upon in the assignment or subsequently.

Article 6 Right of Suspension

1. The Client is not entitled to temporarily suspend the Temporary Employee’s employment, either in whole or in part, unless there is a force majeure event as defined in Article 6:75 of the Civil Code.
2. Notwithstanding paragraph 1 of this article, suspension is permitted if:
   • this is agreed upon in writing and the term is specified therein; and the Client demonstrates that there is temporarily no work available or that the Temporary Worker cannot be assigned to work; and the Temporary Employment Agency can successfully invoke an exemption from the obligation to continue paying wages to the Temporary Worker pursuant to the collective bargaining agreement.
   The Client is not required to pay the client fee for the duration of the suspension.
3. If the Client is not entitled to temporarily suspend the employment, but the Client temporarily has no work for the Temporary Employee or is unable to assign the Temporary Employee to work, the Client is obligated to pay the Staffing Agency the Client rate in full for the duration of the assignment, based on the most recently applicable or customary number of hours and overtime hours per period (week, month, and the like) pursuant to the assignment, as well as for overtime.

Article 7 Work Procedure

1. Prior to the start of the assignment, and thereafter as needed, the Client shall provide the staffing agency with a timely and complete written or electronic description of the position, job requirements, work hours, working hours, duties, work location, working conditions, and the intended duration of the assignment.
2. Based on the information provided by the Client and the qualifications, knowledge, and skills of the temporary workers eligible for assignment that are known to it, the Temporary Employment Agency determines which temporary workers it will propose to the Client for the performance of the assignment. The Client is entitled to reject the proposed temporary worker, in which case the assignment of the proposed temporary worker will not proceed.
3. The Temporary Employment Agency shall not be in default toward the Client and shall not be obligated to compensate the Client for any damages if the communications between the Client and the Temporary Employment Agency prior to a potential assignment, including a specific request by the Client to provide a Temporary Employee, for whatever reason do not result in the actual provision of a Temporary Employee, or do not result in such provision within the timeframe desired by the Client.
4. The Temporary Employment Agency is not liable for damages resulting from the assignment of workers who do not meet the requirements set by the Client, unless the Client submits a written complaint to the Temporary Employment Agency within a reasonable period after the start of the assignment and thereby proves that the Temporary Employment Agency acted with intent or willful recklessness during the selection process.

Article 8: Working Hours and Schedules

1. The scope of work and working hours of the Temporary Employee at the Client’s premises shall be set forth in writing. The working hours, working time, break times, and rest periods of the Temporary Employee shall be the same as those at the Client’s premises, unless otherwise agreed (and in accordance with Article 17 of the Collective Bargaining Agreement). The Client guarantees that the working hours, working time, break times, and rest periods of the Temporary Employee comply, in any case, with the legal requirements and (if applicable) with the Client’s collective bargaining agreement. The Client shall ensure that the Temporary Employee does not exceed the legally permitted working hours or the agreed scope of work.
2. The Client shall inform the Temporary Employment Agency in a timely manner of the applicability of and any changes to any annual or quarterly hour standards (or other standards in this area) and the applicability of and any changes to a timetime-for-time arrangement for the employee(s) who hold a position equivalent to that of the Temporary Employee.
3. Vacation, other types of leave, and holidays for the temporary worker are governed by law and the “Equivalent Pay” provision of the collective bargaining agreement.

Article 9 Business Closures and Mandatory Days Off

1. Upon entering into the assignment, the Client must inform the Temporary Employment Agency of any business closures and collectively mandated days off during the term of the assignment, so that the Temporary Employment Agency can, if possible, include these circumstances in the employment contract with the Temporary Worker, if possible. If plans to schedule a business closure and/or collectively mandated days off become known after the assignment has been entered into, the Client must inform the Temporary Employment Agency immediately upon becoming aware of this. If the Client fails to inform the Temporary Employment Agency in a timely manner, the Client is obligated, for the duration of the business closure, to pay the Temporary Employment Agency the full client rate for the number of hours and overtime hours per period that were most recently applicable or customary under the assignment and terms and conditions.

Article 10 Position and (Equivalent) Compensation

1. Prior to the start of the assignment, the Client shall provide a description of the position to be filled by the Temporary Employee, the nature of the work and the job requirements (including the required degree of independence), and the corresponding pay grade in the Client’s compensation plan.
2. Under the Collective Bargaining Agreement, the Temporary Employment Agency is required to apply the principle of equal pay. To ensure that the temporary worker is paid correctly, the Client must provide the following information to the staffing agency before entering into the assignment agreement, whether or not after consultation with the staffing agency:
   1. the collective bargaining agreement that the Client must comply with in its employment contracts, as well as (in the absence of a collective bargaining agreement or in addition thereto) the employment conditions in effect at the Client that are relevant to the employment relationship between the Temporary Employment Agency and the Temporary Employee;equivalent pay in accordance with the collective bargaining agreement, in particular the equivalent pay referred to in Article 2, paragraph 9; the normal working hours within the Client’s company;
   If certain information is not yet available at the time the contract for services is concluded, or if certain information changes at any time, the Client shall ensure that the information is provided to the Temporary Employment Agency in a timely manner so that the Agency can incorporate it into the legal relationship with the Temporary Employee in accordance with the contract.
3. If, at any time, it becomes apparent that the job description and the corresponding pay grade do not correspond to the position actually held by the Temporary Employee, the Client shall immediately provide the Temporary Employment Agency with the correct job description and corresponding pay grade. The Temporary Employee’s compensation will be recalculated based on the new job description. The position and/or pay grade may be adjusted during the assignment if the Temporary Employee has a reasonable claim to such an adjustment based on applicable laws and regulations, the Collective Bargaining Agreement, and/or the Equivalent Pay provision. If the adjustment results in higher compensation, the Temporary Employment Agency will adjust both the Temporary Employee’s compensation and the client rate accordingly. The Client shall owe this adjusted rate to the Temporary Employment Agency from the moment the Temporary Employee actually begins performing the job.
4. The Client shall notify the Temporary Employment Agency in a timely manner—and in any case immediately upon becoming aware of them—of any changes to the Equivalent Compensation and of any initial wage increases that have been determined.
5. Compensation and allowances such as (but not limited to) those for overtime, travel hours/travel time, physically demanding conditions, shift work, work at special times or on special days (including holidays), shifted hours, and/or on-call or standby duty shall be compensated in accordance with the Equal Pay Policy and charged to the Client.
6. The Client is obligated to cooperate fully and to provide the necessary information and supporting documentation to the Temporary Employment Agency if a Temporary Employee submits a request in accordance with Article 23, paragraph 5, of the Collective Bargaining Agreement (request for the disclosure of information received from the Client regarding the terms and conditions of employment applicable within the Client’s organization, and an explanation of how the equivalence of the terms and conditions of employment for the temporary worker employed by the Client is structured).
7. If and to the extent that the Temporary Employment Agency suffers direct or indirect damage due to incomplete and/or incorrect information provided by the Client or due to the failure to provide the information in a timely manner, or due to the Client’s failure to otherwise fulfill its obligations under this article, or due to the Client’s failure—whether through its own actions or at its request—to (fully) comply with the Equivalent Compensation, the Client shall be obligated to fully compensate the Temporary Employment Agency for such damages, including all actual costs for legal assistance, in full to the Temporary Employment Agency. The Client shall indemnify the Temporary Employment Agency in this regard, if applicable.

Article 11 Proper Exercise of Management and Supervision

1. With respect to the Temporary Employee, the Client shall exercise the same level of care in supervising or managing the Temporary Employee and in relation to the performance of the work as it is required to exercise toward its own employees.
2. The Client is not permitted to “sub-lease” the Temporary Employee to a third party; that is, to make the Temporary Employee available to a third party for the purpose of performing work under the supervision or direction of that third party. “Sub-assignment” also includes the Client making the Temporary Employee available to a legal entity or individual with which the Client is affiliated within a group (corporate group).
3. The Client may only assign the Temporary Employee in a manner that deviates from the provisions of the assignment and the terms and conditions if the Temporary Employment Agency and the Temporary Employee have given their prior written consent.
4. The temporary worker may not be employed abroad (whether or not by a client based in the Netherlands) unless the staffing agency has granted written permission to do so. The staffing agency may impose additional conditions on such permission.
5. The Client shall compensate the Temporary Employee for any damages he suffers as a result of damage to or loss of any property belonging to him that was used in the course of the assigned work.
6. The Temporary Employment Agency is not liable to the Client for any damages or losses incurred by the Client, third parties, or the Temporary Employee themselves that result from the Temporary Employee’s acts or omissions. The aforementioned exclusion of liability also applies to damages arising as a result of: a. the assignment of the Temporary Employee to the Client, even if it turns out that the Temporary Employee does not meet the requirements set by the Client; b. unilateral termination of the temporary employment agreement by the Temporary Employee; c. acts or omissions of the Temporary Employee, the Client itself, or a third party, including the Temporary Employee’s assumption of obligations.
7. The Temporary Employment Agency shall not be liable to the Client for any obligations that temporary employees have entered into with, or that have arisen for them in relation to, the Client or third parties, whether or not with the consent of the Client or such third parties.
8. The Client shall indemnify the Temporary Employment Agency against any liability (including costs, such as the actual costs of legal representation) incurred by the Temporary Employment Agency as the employer of the Temporary Employee—directly or indirectly—in connection with the damages, losses, and obligations referred to in paragraphs 5, 6, and 7 of this article.
9. The Client shall, to the extent possible, obtain adequate insurance against liability under the provisions of this article. At the request of the Temporary Employment Agency, the Client shall provide proof of insurance.

Article 12 Working Conditions

1. The Client acknowledges that it is considered an employer under the Working Conditions Act and the Working Hours Act.
2. The Client is responsible to the Temporary Worker and the Temporary Employment Agency for complying with the obligations arising from Articles 7:658 and 7:611 of the Civil Code, the Working Conditions Act, and related regulations regarding workplace safety, health, well-being, and good working conditions in general.
3. The Client is required to provide the Temporary Worker and the Temporary Employment Agency with timely, in any case at least one workday before the start of work, regarding the required (professional) qualifications, any potential health and safety risks, and the specific characteristics of the workstation to be occupied. The Client shall actively inform the Temporary Employee regarding the Risk Inventory and Evaluation (RIE) used within its company. The Client is obligated to provide job–related equipment to the Temporary Worker (under the same conditions as those applicable at the Client for its own staff) if such equipment is required for the performance of the work (for example, to ensure safe and healthy working conditions) at the Client’s premises.
4. If the Temporary Worker suffers a work-related accident or occupational disease, the Client shall (including, where applicable, the Dutch Labor Inspectorate) without delay and ensure that a written report is prepared immediately. The report shall document the circumstances of the accident in such a way that it can be determined with a reasonable degree of certainty whether and to what extent the accident resulted from the failure to take sufficient measures to prevent the accident or occupational disease. The Client shall inform the Temporary Employment Agency as soon as possible of the workplace accident or occupational disease and shall provide a copy of the report. If the Client fails to inform the Temporary Employment Agency of a workplace accident or occupational disease involving a worker (employee, temporary worker, etc.), the Client shall be liable to the Temporary Employment Agency for all resulting damages.
5. The Client shall compensate the Temporary Employee—and indemnify the Temporary Employment Agency against – all damages (including costs, such as the actual costs of legal representation) incurred by the Temporary Employee in the course of performing his or her work, if and to the extent that the Client and/or the Temporary Employment Agency is liable therefor pursuant to Article 7:658 and/or Article 7:611 of the Dutch Civil Code.
6. If the Temporary Employment Agency is (also) held liable by the Temporary Employee pursuant to Article 7:658 and/or Article 7:611 of the Dutch Civil Code, the Client is obligated to reimburse the Temporary Employment Agency for all damages incurred in this regard (including costs and the actual costs of legal representation) to the Temporary Employment Agency.
7. If the workplace accident results in death, the Client is obligated to compensate the persons specified in Article 6:108 of the Civil Code for damages (including costs, such as the actual costs of legal representation) in accordance with that article.
8. The Client shall obtain adequate insurance against liability under the provisions of this article. Upon request by the Temporary Employment Agency, the Client shall provide proof of insurance.

Article 13: Client Liability

1. A Client who fails to fulfill the obligations arising for him under these General Terms and Conditions is obligated to compensate the Temporary Employment Agency for all resulting damages (including all costs, such as legal fees), without the need for prior notice of default, and the Client must indemnify the Temporary Employment Agency in this regard if necessary. This does not preclude the Temporary Employment Agency from asserting any other claims, such as seeking termination of the agreement. The provisions of this article apply generally, both—where necessary, in addition—to matters for which the obligation to pay damages is already separately regulated in these General Terms and Conditions and to matters for which that is not the case.

Article 14 Client Fee

1. The Client Rate owed by the Client to the Temporary Employment Agency is calculated based on the hours for which the Temporary Employment Agency is entitled to payment under the assignment and/or conditions, and is always calculated based on at least the hours actually worked by the Temporary Employee. The Client Rate is directly proportional to the terms of employment owed to the Temporary Employee based on “Equivalent Compensation” as described in the Collective Bargaining Agreement and in Article 2, paragraph 9 of the General Terms and Conditions (which in any case also includes allowances and supplements). VAT is charged on the client rate.
2. If:
   1. If the Temporary Worker reports at the agreed time and place to perform the temporary work, but the Client, for whatever reason, does not allow the temporary worker to begin the work, the staffing agency retains its full right to payment, even if the staffing agency proceeds to rescind or terminate the assignment; or:
   2. If, pursuant to the assignment, the number of hours of temporary work amounts to less than fifteen hours per week and the times at which the temporary work is to be performed have not been specified, or if the number of hours of temporary work has not been specified or has not been specified unambiguously, the Client is obligated to pay the Temporary Employment Agency, for each call-out, at least the client rate calculated on the basis of three hours worked, without prejudice to the Client’s other obligations toward the Temporary Employment Agency.
3. If the Temporary Employment Agency uses temporary workers under an on-call contract pursuant to Article 7:628a of the Dutch Civil Code, the Client must submit a request or assignment to the Temporary Employment Agency at least five days prior to the assignment. If the Client fails to do so, the Temporary Employment Agency cannot guarantee that the Temporary Worker will actually be made available.
4. If a Temporary Employee with an on-call contract pursuant to Article 7:628a of the Dutch Civil Code has already been called in, and the Client, within four days prior to the start of the work, partially or fully withdraws the request or assignment to perform work (or have it performed) or to have work performed—in whole or in part—or changes the times, the Client shall owe the client rate agreed upon for the Assignment for the number of hours to which the Temporary Employment Agency would have been entitled had the work been performed in accordance with the call-in notice. If an employee at the Client who performs a position equivalent to that of the Temporary Worker is subject to a shorter call-in notice period than the (statutory) four-day period, the four-day notice period specified in the first sentence of this paragraph may be replaced by the notice period applicable at the Client’s premises, but only if the Client has notified the Temporary Employment Agency in writing of (the existence of) this deviating notice period in a timely manner (in any case, prior to the start of the assignment) and demonstrates that the shorter notice period can in fact be legally applied (and is applied) by the Client.
5. In any case, the temporary employment agency is entitled to adjust the client rate during the term of the assignment if the costs of temporary employment increase:
   • as a result of a change in the collective bargaining agreement or in the wages specified therein, or a change in the collective bargaining agreement and/or the terms and conditions of employment applicable at the Client or in the wages specified therein;
   • as a result of changes in or arising from laws and regulations, including changes in or arising from social and tax laws and regulations, the collective bargaining agreement, or any binding regulation;
   • as a result of a (periodic) pay increase and/or a (one-time) mandatory payment arising from the collective bargaining agreement, the collective bargaining agreement in effect at the Client, and/or the terms and conditions of employment, and/or laws and regulations.
6. If the Client, in violation of paragraph 5 of this article, does not agree to pay the adjusted client rate, this shall be deemed to constitute the Client’s request to terminate the assignment.
7. The Temporary Employment Agency shall notify the Client of any adjustment to the client rate as soon as possible and confirm it to the Client in writing. If, for any reason attributable to the Client, the remuneration and/or the client rate has been set too low, the Temporary Employment Agency is entitled to adjust the remuneration and the client rate to the correct level retroactively. The Staffing Agency may also charge the Client for any shortfall in payment resulting therefrom and for any costs incurred by the Staffing Agency as a result.
8. If the Temporary Employment Agency enters into the contract with multiple Clients, they are jointly and severally liable for the fulfillment of their obligations toward the Temporary Employment Agency.

Article 15 Billing

1. Invoicing generally takes place on a weekly basis, based on the method of time tracking agreed upon with the Client and, furthermore, based on the terms set forth in the contract or these terms and conditions. Unless otherwise agreed in writing, time tracking is conducted using (digital) timesheets approved in writing by the Client, which list the hours worked by the Temporary Employee. The Temporary Employment Agency’s records constitute conclusive evidence to the Client of the number of hours worked by the Temporary Employee.
2. The Client and the Temporary Employment Agency may agree that time tracking will be carried out using a time-tracking system, an electronic and/or automated system, or through reports prepared by or for the Client.
3. The Client is responsible for ensuring that time records are accurate and complete and is obligated to verify or ensure that the information regarding the Temporary Employee contained therein is accurate and truthful, such as: the Temporary Employee’s name, the number of hours worked, overtime, irregular hours and shift hours, the other hours for which the Client’s rate is due pursuant to the assignment and terms and conditions, any surcharges, and any actual expenses incurred.
4. If the Client submits the time sheet, it shall ensure that the Temporary Employment Agency receives it immediately following the week in which the Temporary Employee worked. In any case, the timesheets must be received by the Staffing Agency no later than the Monday following the workweek to which the timesheet relates, as soon as possible after 10:00 a.m. but no later than 3:00 p.m., at an e-mail address specifically designated by the Staffing Agency for this purposeemail address designated by the Temporary Employment Agency for this purpose or (to the extent possible) via the Temporary Employment Agency’s portal.
5. Before the Client submits the time sheet, it shall give the Temporary Employee the opportunity to review it. If and to the extent that the Temporary Employee disputes the information stated in the time sheet, the Temporary Employment Agency is entitled to determine the hours and costs in accordance with the Temporary Employee’s statement, unless the Client can demonstrate that the information it has provided is correct. At the request of the Temporary Employment Agency, the Client shall allow the Agency to inspect the Client’s original time records and shall provide the Agency with a copy thereof.
6. If time tracking is done using work sheets to be submitted by the Temporary Employee, the Client shall retain a copy of the work sheet. In the event of a discrepancy between the timesheet submitted by the Temporary Employee to the Temporary Employment Agency and the copy retained by the Client, the timesheet submitted by the Temporary Employee to the Temporary Employment Agency shall serve as conclusive evidence for billing purposes, unless the Client provides evidence to the contrary.
7. The payment term is 14 days from the date of invoicing, unless a different term has been agreed upon in writing between the Client and the Staffing Agency. Payment must be made on time in euros to a bank account number specified by the Staffing Agency. If the Client fails to pay on time, the Client shall be in default by operation of law without the need for further notice or a formal notice of default. From that moment on, the Client shall owe interest at a rate of 1.5% per month on the amount due. Furthermore, the Staffing Agency shall be entitled to take collection measures from that moment on.
8. Only payments made to the Temporary Employment Agency itself or to a legal entity authorized in writing by the Temporary Employment Agency to collect the amounts on its behalf shall be deemed to discharge the obligation. Payments to Temporary Workers and/or the provision of advances to Temporary Workers are prohibited and non-binding and may never constitute grounds for discharge of debt or set-off against the Temporary Employment Agency.
9. The Client must carefully review the invoice. Any objections regarding the invoice (or its amount) must be submitted in writing to the Temporary Employment Agency within 8 days of the invoice date. Once this period has expired, the Client forfeits any rights it may have in this regard. Any objections by the Client regarding the amount of the invoices do not suspend its payment obligations or, consequently, the payment term. The Temporary Employment Agency’s records shall also constitute conclusive evidence against the Client in this regard.
10. Any collection costs shall be borne by the Client. Extrajudicial costs are set at 15% of the principal amount and interest, with a minimum of 750 euros. Judicial costs include all costs incurred by the Temporary Employment Agency. An exception to the foregoing applies only if the client is a private individual, in which case the statutory provisions apply. In the event of the Client’s liquidation, bankruptcy, statutory debt restructuring, or suspension of payments, the Staffing Agency is entitled to demand immediate payment of all claims against the Client.
11. Upon the first written request from the Temporary Employment Agency, the Client is required to provide adequate security to ensure the Client’s fulfillment of its obligations to the Temporary Employment Agency, in the form of a bank guarantee, a pledge, or a mortgage.

Article 16 Best-Efforts Obligation and Liability

1. The Temporary Employment Agency is obligated to use its best efforts to properly perform the assignment. If and to the extent that the Temporary Employment Agency fails to fulfill this obligation, the Temporary Employment Agency is, subject to the provisions set forth in paragraphs 2 and 3 below and elsewhere in the General Terms and Conditions, liable to compensate the Client for any direct damages resulting therefrom, provided that the Client submits a written complaint regarding the matter to the Temporary Employment Agency as soon as possible, but no later than three months after the damage occurred or became known, and thereby demonstrates that the damage is the direct result of an attributable failure on the part of the Temporaryagency.
2. Any claim against the Temporary Employment Agency shall lapse one year after the Client has given notice, or should have given notice, unless that claim has in the meantime been brought before the competent court. The Temporary Employment Agency shall not be liable to the Client as long as the Client has failed to fulfill an obligation toward the Temporary Employment Agency.
3. Any liability of the Temporary Employment Agency arising from the assignment is limited to 50% of the client rate to be charged by the Temporary Employment Agency to the Client for the performance of the assignment, for the agreed number of working hours and the agreed duration of the assignment, up to a maximum of three months and up to a maximum of €150,000. Under no circumstances shall the maximum amount payable by the Temporary Employment Agency exceed the amount payable under its insurance policy.
4. The staffing agency’s liability for indirect damages, including consequential damages, lost profits, lost savings, and damages resulting from business interruption, is excluded in all cases.
5. During the performance of the assignment, the Temporary Employment Agency and the Client may communicate with each other via email. The Temporary Employment Agency shall not be liable to the Client for any damages resulting from the use of email.
6. The Temporary Employment Agency is not obligated to pay any compensation for damages of any kind, whether direct or indirect, incurred by the Temporary Employee or to property or persons at or belonging to the Client or a third party, where such damages arose as a result of, among other things, but not limited to:
   1. the provision of the Temporary Employee by the Temporary Employment Agency to the Client, even if it turns out that the Temporary Employee does not meet the requirements set by the Client;
   2. termination of the temporary employment contract by the temporary employee;
   3. any act or omission on the part of the Temporary Employee, the Client itself, or a third party, including the Temporary Employee’s assumption of obligations;
   4. failing to meet a deadline by which an assignment should have been completed.
7. The Client is required to maintain adequate, comprehensive liability insurance covering all direct and indirect damages as referred to in paragraphs 3 and 6 of this article. The Client is required to provide a copy of the insurance policy upon the first request of the staffing agency.

Article 17 Intellectual and Industrial Property

1. At the Client’s request, the Temporary Employment Agency will have the Temporary Employee sign a written statement in order to—to the extent necessary and possible – to ensure or facilitate that all intellectual and industrial property rights to the results of the Temporary Employee’s work are vested in, or are (to be) transferred to, the Client. If, in connection with this, the Temporary Employment Agency owes compensation to the Temporary Employee or incurs other costs, the Client shall owe an equal amount of compensation or reimbursement of costs to the Temporary Employment Agency.
2. The Client is free to enter into an agreement directly with the Temporary Employee or to present him with a statement for signature regarding the intellectual and industrial property rights referred to in paragraph 1. The Client shall inform the Temporary Employment Agency of its intention to do so and shall provide the Temporary Employment Agency with a copy of the agreement or statement drawn up for this purpose.
3. The Temporary Employment Agency shall not be liable to the Client for any fine or penalty, which the Temporary Employee incurs, or for any damages suffered by the Client resulting from the Temporary Employee invoking any intellectual and/or industrial property rights.

Article 18 Confidentiality

1. The Temporary Employment Agency and the Client shall not disclose to third parties any confidential information from or about the other party, its activities, and relationships that has come to their attention as a result of the assignment, unless—and in that case, to the extent that — the disclosure of such information is necessary to properly carry out the assignment or they are subject to a legal obligation to disclose it.
2. At the Client’s request, the Temporary Employment Agency shall require the Temporary Employee to maintain confidentiality regarding everything that becomes known to him or that he becomes aware of while performing his work, unless the Temporary Employee is subject to a legal obligation to disclose such information.
3. The Client is free to directly require the Temporary Employee to maintain confidentiality. The Client shall inform the Temporary Employment Agency of its intention to do so and shall provide the Temporary Employment Agency with a copy of the relevant declaration or agreement. The Temporary Employment Agency shall not be liable for any fine, penalty, or damages incurred by the Client as a result of a breach of that confidentiality obligation by the Temporary Employee.

Article 19 Verification and Retention Obligations of the Client

1. The Client to whom the Temporary Employment Agency provides a foreign national as defined by the Foreign Nationals Employment Act expressly declares that it is familiar with Article 15 of this Act, which provides, among other things, that the Client must receive a copy of the document referred to in Article 1 of the Compulsory Identification Act from the foreign national at the start of the foreign national’s employment. The Client is responsible for carefully verifying the aforementioned document, establishing the foreign national’s identity on that basis, and including a copy of the document in its records. The Temporary Employment Agency is not responsible or liable for any fine imposed on the Client under the Foreign Nationals Employment Act.

Article 20 Prevention of Unlawful Discrimination

1. To prevent unlawful discrimination, in particular on the basis of religion, belief, political opinion, gender, race, nationality, heterosexual or homosexual orientation, marital status, disability, chronic illness, age, or any other ground whatsoever, the Client may not impose job-irrelevant requirements when providing information regarding the work to be performed, nor may the Temporary Employment Agency take such requirements into account.

Article 21 Employee Participation

1. The Client is required to allow the Temporary Employee who is a member of the temporary employment agency’s works council or the Client’s works council to exercise these employee participation rights in accordance with applicable laws and regulations.
2. If the Temporary Employee exercises employee participation rights at the Client’s company, the Client is also obligated to pay the client rate for the hours during which the Temporary Employee performs work or participates in training related to the exercise of employee participation rights during working hours.

Article 22 Waadi’s Obligations

1. The Client expressly declares that it is familiar with the Act on the Allocation of Workers by Intermediaries (Waadi) in general and Article 8b in particular, and shall ensure that temporary workers have equal access to the facilities or services provided by its company, in particular cafeterias, childcare and transportation facilities, as do employees directly employed by the company in the same or equivalent positions, unless the difference in treatment is justified by objective reasons.
2. The Client also expressly declares that it is familiar with Article 8c of the Waadi and shall ensure that any job openings that arise within its company are communicated to the Temporary Worker in a timely and clear manner, so that the Temporary Worker has the same opportunities for a permanent employment contract as the company’s employees.

Article 23 Personal Data and Audits

1. As part of the assignment or other agreement, personal data of (prospective) temporary workers is exchanged. If the Temporary Employment Agency has provided personal data, the Client is required to comply with the following obligations when processing such data:
   1. The Client shall process personal data in a proper and careful manner, ensure adequate security, and comply with the legal requirements set forth in the General Data Protection Regulation (GDPR) and Dutch implementing legislation.
   2. The Client will not use the personal data for any purposes other than those necessary for processing under the agreement.
   3. The Client shall notify the Temporary Employment Agency within four business days of any request and/or complaint from the Supervisory Authority or the Temporary Employee concerned regarding the personal data processed in connection with the performance of the agreement.
   4. The Client shall fully inform the Staffing Agency of any potential data breach within 24 hours of its discovery. The Client shall then keep the Staffing Agency informed of any new developments regarding the data breach.
2. If and to the extent that the Temporary Employment Agency processes personal data provided by the Client in connection with the performance of the agreement, the Client guarantees that it is authorized to provide the personal data referred to in the preceding paragraph to the Temporary Employment Agency and indemnifies the Temporary Employment Agency against all claims by third parties relating to such personal data, except to the extent that the Temporary Employment Agency is itself liable under the law.
3. The Client shall indemnify the Temporary Employment Agency against any claims made by candidates, temporary employees, the Client’s employees, or other third parties against the Temporary Employment Agency in connection with a breach by the Client of the provisions of this article and shall reimburse the Temporary Employment Agency for any related costs incurred.
4. At the Client’s request, the Temporary Employment Agency shall cooperate with any (random) inspections of the terms and conditions of employment of the temporary workers made available to the Client by the Temporary Employment Agency, in accordance with the Client’s obligations to verify that the Temporary Employment Agency is fulfilling its obligations in this regard. In the context of such an audit, the exchange of personal data of temporary workers (with the Client and/or with the engaged auditing body) will be necessary. The Client shall ensure that such an audit is conducted in compliance with applicable privacy laws and regulations; this responsibility also rests with the Client if an (external) auditing body performs the audit. The Client undertakes to comply with (at a minimum) the following obligations when processing the provided personal data:
   • Only the personal data that is actually necessary for the audit is requested (and provided);
   • The Client shall process personal data in a proper and careful manner, ensure adequate security, and comply with the legal requirements set forth in the General Data Protection Regulation (GDPR) and Dutch implementing legislation;
   • The Client shall not use the personal data for any purposes other than those necessary for processing under the agreement or the audit obligation;
   • The Client shall ensure that personal data is not disclosed to third parties;
   • The Client shall ensure that the personal data is securely destroyed no later than six months after the audit is completed;
   • If the Client engages an (external) auditing firm, the Client must ensure that this firm (as well) complies with these obligations;
   • The Client shall indemnify the Temporary Employment Agency against any claim by temporary employees or other third parties against the Temporary Employment Agency arising from a breach by the Client of the provisions of this article, and shall reimburse the Temporary Employment Agency for any related damages and costs incurred by the Agency.

Article 24 Entering into an Employment Relationship with a Temporary Worker

1. The (prospective) client is entitled to enter into an employment relationship with a temporary worker only if and to the extent that the provisions of this article are met.
2. If the (prospective) client enters into an employment relationship with the Temporary Employee, for the same or a different position, the Client owes compensation to the Temporary Employment Agency. This fee amounts to: 25% of the most recently applicable client rate, excluding VAT, multiplied by 2,500 hours, minus the hours already worked by the temporary employee under the assignment. VAT will be charged on this fee. If the temporary employee makes use of additional facilities, such as housing, transportation, or other services, these actual costs will be charged to the Client for a period of 1 month.
3. If the (prospective) client and the Temporary Employment Agency have not yet reached an agreement regarding the amount of the client fee, and if the (prospective) client nevertheless enters into an employment relationship with a Temporary Employee, then the (prospective) client shall immediately owe the staffing agency, without further demand or notice of default, an amount of €7,500, excluding VAT, without prejudice to the staffing agency’s right to claim full compensation.
4. For the purposes of this article, “entering into an employment relationship with a temporary worker” means:
   • the conclusion of an employment contract, a contract for the performance of work, and/or a contract for services between the Client and the Temporary Worker; and/or
   • the Temporary Employee entering into an employment relationship with a third party, where the Client and that third party are affiliated within a group (as referred to in Article 2:24b of the Dutch Civil Code) or one is a subsidiary of the other (as referred to in Article 2:24a of the Dutch Civil Code).
5. For the purposes of this article, the term “Temporary Worker” also includes:
   • the prospective temporary worker who is registered with the temporary employment agency; and/or
   • the (prospective) temporary employee who has been introduced to the Client;
6. Notwithstanding the foregoing, the Client is also obligated to pay the fee if the Client came into contact with the Temporary Employee through the agency of the Staffing Agency and:
   • the Temporary Employee applies for a position with the Client, either directly or through a third party, within six months after contact has been established, and, as a result, enters into an employment relationship with the Client in question;
   • the Client approaches the Temporary Employee directly or through third parties within six months after contact has been established, and, as a result, enters into an employment relationship with the Temporary Employee in question;
   • the Temporary Employee applies for a position with the Client, either directly or through a third party, within six months after the assignment with the Client has ended, and, as a result, enters into an employment relationship with that Client;
   • the Client contacts the Temporary Employee, either directly or through a third party, within six months after the assignment to the Client has ended, and the Client subsequently enters into an employment relationship with the Temporary Employee in question.
7. The Client is entitled to enter into an employment relationship with a Temporary Worker only to the extent that the provisions set forth below in this article are met.
   1. The Client shall notify the Temporary Employment Agency in writing of its intention to enter into an employment relationship with the Temporary Employee before acting on that intention.
   2. The Client will not enter into an employment relationship with the Temporary Worker as long as the Temporary Worker is unable to legally terminate or has not terminated the employment contract with the Temporary Employment Agency.
   3. The Client will not enter into an employment relationship with the Temporary Worker as long as the Client is unable to legally terminate the contract with the Temporary Employment Agency or has not yet terminated it.
8. If the Client enters into an employment relationship with the Temporary Worker in violation of the provisions of paragraph 7(b) of this article, the Client is obligated to pay the agreed-upon client rate for the Temporary Worker in question for the remaining duration of the assignment. In addition, the Client must pay the compensation specified in paragraph 2 or paragraph 3 of this article.
9. The (prospective) client is prohibited at all times, during the term of the temporary employment contract and/or for a period of 12 months after the temporary employment contract between the Temporary Employee and the Temporary Employment Agency has ended, to have the Temporary Employee in question made available to the Client by another third party (such as another temporary employment agency). In the event that the (prospective) client acts in violation of the aforementioned prohibition, the (prospective) client shall immediately owe the Temporary Employment Agency, without further demand or notice of default, an amount of €7,500, —excluding VAT—without prejudice to the Temporary Employment Agency’s right to claim full compensation for damages.

Article 25 Payrolling

1. The Temporary Employment Agency makes its Temporary Employees available to the Client on the basis of a temporary employment contract. Only in the event that the legal relationship between the Temporary Employment Agency and the Client nevertheless qualifies as a payroll agreement shall the provisions of this article apply in addition to the other provisions in these general terms and conditions. In this article, the Temporary Employee is referred to as the Worker.
2. In the event of successive employment, the Client is obligated to provide the Temporary Employment Agency with accurate and complete information regarding the Worker’s employment history with the Client. If and to the extent that the Client fails to fulfill the aforementioned obligations, the resulting (unforeseen) costs shall be borne by the Client, and the Client shall be liable for any damages suffered by the Temporary Employment Agency as a result.
3. If the parties have agreed to a temporary assignment for an indefinite period and have not agreed on a notice period, the Client’s payment obligations shall continue until the relevant payroll agreement ends. In that case, the staffing agency has the right to continue charging the Client the agreed-upon rate.

Article 26 Disputes

1. All disputes arising out of or in connection with a legal relationship between the parties to which these General Terms and Conditions apply shall be settled exclusively in the first instance by the competent court of the Zeeland-West Brabant District Court, Breda location.

Article 27 Whistleblowers

1. The Client is familiar with the Whistleblower Protection Act and guarantees that the Temporary Employee will have access to the whistleblower policy on the same terms as the Client’s own staff, provided the Client has such a policy or is subject to it.

Article 28 Final Provision

1. If one or more provisions of these General Terms and Conditions are invalid or are declared null and void, the assignment and the General Terms and Conditions shall remain in full force and effect in all other respects. The Temporary Employment Agency and the Client shall consult with each other in order to agree on new provisions that, as closely as possible, reflect the intent of the provisions to be replaced, in lieu of those provisions that are not legally valid or cannot be legally enforced.

Date: January 1, 2026
Pollux Personeelsdiensten B.V.