GENERAL TERMS AND CONDITIONS
These general terms and conditions consist of a general section and separate service or license conditions per Service, which apply as a supplement to these general terms and conditions.
Article 1 – Definitions
In these general terms and conditions, the following definitions apply:
Service(s): all services that are the subject of the Agreement, including:
i. the granting of license(s) for planning software;
ii. Salary administration;
iii. Payroll;
iv. Temporary employment;
Payroll and Temporary employment are also referred to as “outsourced employment”;
v. Staffing Services.
Client: any natural or legal person who enters into an Agreement with NSH or otherwise purchases Services from NSH.
Agreement: any agreement, as well as any amendment or addition thereto or legal relationship, concluded between NSH and the Client concerning the provision of Services to the Client.
Parties: NSH and the Client jointly.
NSH: Next Step Hire, statutorily established in the Netherlands, registered in the Trade Register of the Dutch Chamber of Commerce under number 97654248, lawfully represented directly or indirectly by its statutory director and/or its affiliated companies.
Fee: the amounts charged by NSH to the Client for the provision of its Services.
Proposal: a formal offer to conclude an Agreement.
Article 2 – Applicability of the General Terms and Conditions
These general terms and conditions apply to every Proposal issued by NSH and to every Agreement concluded between NSH and the Client. A Client who has once contracted under these general terms and conditions shall be deemed to have tacitly agreed to their applicability to any subsequent Agreement concluded with NSH.
The applicability of any general terms and conditions used by the Client is expressly rejected, including in the event of any prior reference to or declaration of applicability of the Client’s own service conditions.
These general terms and conditions may be amended or supplemented by NSH at any time. The amended general terms and conditions shall also apply to previously concluded Agreements as from one month after written notification of the amended terms and conditions.
In the event of a conflict between these general terms and conditions and specific service or license conditions, the specific service or license conditions shall prevail.
In the event of a conflict between both the general terms and conditions and the specific service or license conditions on the one hand and the Agreement on the other hand, the provisions of the Agreement shall prevail.
If any provision of these general terms and conditions is null and void or is annulled, the remaining provisions shall remain in full force and effect. The Parties shall then consult with each other in order to agree on a new provision to replace the null or annulled provision, taking into account as much as possible the purpose and intent of the null or annulled provision.
Article 3 – The Proposal
All Proposals issued by NSH are non-binding and valid for a period of 30 days after the date of dispatch to the Client, unless stated otherwise.
NSH reserves the right to revoke a Proposal up to five working days after receipt of the acceptance.
The Fees stated in the Proposal are exclusive of VAT.
Article 4 – (Conclusion of) the Agreement
The Agreement is concluded by written acceptance by the Client or by NSH actually making an employee available to the Client.
NSH shall use the knowledge and experience available within its organization to perform the Agreement to the best of its insight and ability. However, the results of the Services provided cannot be guaranteed.
The Client shall timely provide NSH with all required information and shall grant NSH all cooperation reasonably required to enable NSH to properly perform the Agreement.
The performance of the Agreement may be fully or partially assigned by NSH to one or more third parties.
The Client shall refrain from any activities that may negatively affect the performance of the Agreement by NSH.
Any deadlines agreed between the Parties, with the exception of payment deadlines, shall only be indicative target dates. Exceeding such deadlines alone shall not automatically place NSH in default.
Article 5 – Duration and Termination of the Agreement
An Agreement between NSH and the Client is entered into for an indefinite period, unless otherwise agreed in writing. An Agreement for a definite period may only be terminated subject to observance of the notice period as stipulated in the Agreement.
Termination by the Client shall never entitle the Client to a refund of payments made to NSH.
If the Agreement is terminated by NSH, all claims of NSH against the Client shall become immediately due and payable.
If one of the Parties invokes termination due to the other Party being in default, the Agreement shall end immediately.
If the Client fails to fulfill its obligations under the Agreement, NSH shall be entitled to extrajudicially dissolve the Agreement in whole or in part by means of a written notice, without prejudice to NSH’s right to claim damages. Dissolution shall only take place after the Client has been notified in writing of the default and has been granted a reasonable period to remedy the (serious) breach, and performance has remained outstanding.
Furthermore, NSH shall be entitled, without any notice of default being required and without prejudice to its right to claim damages, to extrajudicially dissolve the Agreement with immediate effect, in whole or in part, by written notice if the Client:
has been declared bankrupt or an application thereto has been filed, has applied for or been granted a suspension of payments;
has dissolved, liquidated or ceased its business;
has had a substantial part of its assets seized without the involvement of NSH, or can otherwise no longer be deemed able to fulfill its obligations under the Agreement.
Upon dissolution of the Agreement, all claims of NSH shall become immediately and fully due and payable. NSH shall retain the right to full compensation for damages, including all costs, such as the actual costs of legal assistance.
The Client shall inform NSH in advance if its company changes its legal form. If the legal form changes from a general partnership to a private limited liability company, joint and several liability between the Client and NSH shall remain in force until NSH has given its explicit written consent.
Article 6 – Fees
The Fees charged by NSH (exclusive of VAT) are not dependent on the results of the performed activities or Services.
The Fees may be adjusted by NSH, including during ongoing Agreements.
If factors determining the Fees increase for any reason whatsoever, NSH shall be entitled to unilaterally adjust the agreed Fees accordingly.
In addition, NSH may adjust the Fees if, during the performance of the activities, it becomes apparent that the originally agreed or expected scope of work requires significantly more work and time than anticipated, such that NSH cannot reasonably be expected to perform the agreed activities at the originally agreed Fees.
NSH shall in any event notify the Client in writing of such changes. The amended Fees shall apply as from the date specified in the notification.
Adjustment of the Fees shall not entitle the Client to cancel, terminate or dissolve the Agreement in any manner.
NSH shall be entitled to index its Fees annually.
Article 7 – Invoicing and Payment
The Client is at all times obliged to pay each invoice submitted by NSH relating to Services provided by NSH within fourteen calendar days after the invoice date, unless otherwise agreed in writing by the Parties.
Only payments made to NSH or to a third party designated in writing by NSH shall have a discharging effect. Payments made by the Client directly to an employee of NSH, under any title whatsoever, shall not be valid vis-à-vis NSH and shall not constitute a valid discharge, settlement or set-off.
If an invoice is not paid by the due date, the Client shall be in immediate default without any further notice of default being required.
In the event of non-payment, late payment or incomplete payment, NSH shall endeavor to remind the Client in writing or by email. Notwithstanding such reminder, the Client shall remain in default.
If NSH has not received full payment within fourteen days after the due date, the Client shall owe a penalty of 3% of the invoice amount, with a minimum of EUR 150 per invoice.
In addition to the penalty, statutory commercial interest shall be due on the outstanding amount from the expiry of the first payment term.
Additional request
If, in the opinion of NSH, the financial position and/or payment behavior of the Client gives cause to do so, the Client shall, upon first written request of NSH, be obliged to:
a. provide authorization for direct debit; and/or
b. pay an advance; and/or
c. provide sufficient security for its obligations towards NSH, such as a bank guarantee, pledge or otherwise.
Security may be requested for both existing and future payment obligations. The amount of the requested security and/or advance shall be proportionate to the obligations of the Client.
If the Client fails to provide the advance, the requested security, or the direct debit authorization within the period specified by NSH, the Client shall be in immediate default. NSH shall then be entitled to suspend its obligations or immediately dissolve the Agreement, without being liable for damages. All claims of NSH shall become immediately due and payable.
Disputing invoices
If the Client disputes an invoice, it must notify NSH in writing or by email within fourteen calendar days after the invoice date, stating the reasons in detail. After this period, the right to dispute the invoice shall lapse. The burden of proof regarding timely dispute rests with the Client. Disputing an invoice does not suspend the payment obligation.
The Client is not entitled to set off the invoice amount or suspend payment, regardless of whether the invoice is disputed.
Collection costs
All costs of collection, including the full costs of legal assistance both in and out of court, shall be borne by the Client. Extrajudicial collection costs shall be fixed at 15% of the principal amount due, including interest, with a minimum of EUR 500 per claim.
Complaints
The Client must submit complaints regarding the Services in writing within 14 days after performance. In the absence of written notification, the Services shall be deemed approved.
Article 8 – Damages
If NSH lawfully exercises its statutory right to suspend, terminate or dissolve the Agreement, the Client shall not be entitled to any form of compensation, including statutory commercial interest.
If the Client fails to fulfill one or more obligations under the Agreement, the Client shall compensate NSH for all direct and indirect damages without prior notice of default being required.
Damages also include all related costs, including actual legal assistance costs.
This article does not prejudice NSH’s right to pursue other claims, including performance or dissolution.
Article 9 – Liability
Except in cases of intent or deliberate recklessness, NSH shall not be liable for any damage suffered by the Client or third parties due to non-conformity or improper performance of Services, advice given, or late, incorrect or incomplete delivery.
If NSH is nevertheless found liable, liability shall be limited to the amount paid out under its insurance, or, if no insurance coverage exists, to a maximum of twice the gross margin of the relevant invoice.
This limitation applies to both contractual and non-contractual liability.
NSH shall never be liable for indirect damages, including business interruption, consequential damage or loss of profit.
In case of force majeure, NSH’s obligations shall be suspended for the duration thereof, and NSH shall inform the Client accordingly.
Article 10 – Data
The Client shall provide all data and documents required by NSH accurately and timely.
NSH may suspend performance until compliance.
Additional costs arising from delays caused by incomplete or incorrect data shall be borne by the Client. The Client indemnifies NSH against consequences arising from incorrect or incomplete data.
Upon termination, Client data shall not be made available to third parties unless required by law.
The Client may export data subject to written agreements. Associated costs shall be charged at the applicable Fees.
Article 11 – Risk of Data Storage
NSH shall exercise due care in storing Client data. The data remains the property of the Client and shall be treated as confidential in accordance with Article 14.
Article 12 – Intellectual Property
All intellectual property rights to software, texts, programs, designs, methods, advice, contracts, data files, formats, logos, trademarks and other materials made available under the Agreement, excluding Client materials, shall exclusively vest in NSH.
The Client is granted only a temporary, personal, exclusive and non-transferable right of use, limited to the duration of the Agreement.
NSH may freely use feedback and suggestions provided by the Client.
The Client indemnifies NSH against all third-party claims relating to intellectual property infringement.
Article 13 – Insurance
The Client shall be adequately insured against all risks arising from the Agreement and shall provide proof upon request.
Article 14 – Confidentiality
All non-public information obtained in connection with the Agreement shall be kept confidential during and after termination.
Article 15 – Non-recruitment
The Client and its affiliated companies shall not, during the Agreement or for two years thereafter, approach, contact or employ (former) employees of NSH directly or indirectly.
Article 16 – Penalty Clause
In the event of a breach of Articles 12, 14 or 15, the Client shall forfeit an immediately payable penalty of EUR 10,000 per breach, plus EUR 1,000 per day for each day the breach continues, without prejudice to NSH’s right to claim damages.
NSH shall not be liable for any penalty or damage incurred by the Client due to a breach of confidentiality by an employee.
Article 17 – Governing Law and Jurisdiction
These general terms and conditions and all Agreements shall be governed by Dutch law.
All disputes shall be exclusively submitted in the first instance to the competent court in Amsterdam.