Please note that this is a translation only. No right can be derived from this document. The original document, from which rights can be derived, can be found on the Dutch page.
GENERAL TERMS AND CONDITIONS OF JOPP B.V.
Article 1. Definitions
In these General Terms and Conditions, the following terms are used in the following sense unless expressly stated otherwise, or the context indicates otherwise.
General Terms and Conditions
General Terms and Conditions: these General Terms and Conditions of Jopp B.V. apply to the provision of Employees by Jopp B.V. to Client(s).
The user of these General Terms and Conditions: Jopp B.V. located at Herengracht 515-2, 1017 BV in Amsterdam, registered with the Chamber of Commerce under Chamber of Commerce number 72993677.
The applicable, always valid, ABU collective labor agreement for temporary workers.
The scale period wage applicable to the position, adv, (dis)expense allowances, periodicals, initial wage increases and bonuses in accordance with the prevailing definition in the collective bargaining agreement.
The legal person or the natural person acting in the exercise of his profession or his organization who enters into an agreement with Jopp B.V..
The agreement between the Client and Jopp B.V. pursuant to which (A) Jopp B.V. provides (an) Employee(s) to the Client to perform work under the management and supervision of the Client, in exchange for payment of the Client's rate; or (B) Jopp B.V. provides recruitment & selection services to the Client to introduce Employee(s) to the Client to become directly employed by the Client.
The amount charged by Jopp B.V. to Client (A) per hour for an Employee, exclusive of surcharges (for overtime, shifted hours, irregularity and shift allowances), (dis)expense allowance, working time reduction and VAT, unless expressly stated otherwise.; or (B) rate for the recruitment & selection of an Employee who is directly employed by Client.
The natural person selected by Jopp B.V. to be made available to the Client.
The Back Office with which Jopp B.V. has an agreement, and in which the Employees are employed.
The employment of an Employee with Client in the context of an Assignment.
Article 2. General Provisions
2.1. These General Terms and Conditions shall apply to all offers, Assignments, quotations and other agreements of Jopp B.V. insofar as they relate to the supply of Employees to the Client.
2.2. Any deviations from these General Terms and Conditions shall be valid only if and insofar as Jopp B.V. has agreed to them in writing;
2.3. The applicability of any General Terms and Conditions used by Customer is expressly rejected.2.4. If Jopp B.V. does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply or that Jopp B.V. would to any extent lose the right to require strict compliance with the provisions of these General Terms and Conditions in other cases.
Article 3. Assignment (A) - temporary employment / secondment
3.1. The Assignment is entered into for a definite or indefinite period of time. Each Assignment shall be subject to these General Terms and Conditions. An Assignment shall be deemed to have been entered into and shall be deemed to have been accepted if the Principal causes the Employee (named in the Assignment) to commence work.
3.2. The Assignment for a definite period:
- Ends by operation of law at the end of the period for which it was entered into.
- Cannot be terminated prematurely unless the Parties have agreed otherwise in writing and with Jopp B.V.'s approval.
3.3. The Assignment for an indefinite period:
May be terminated at any time by written notice, unless the Parties have agreed otherwise in writing.When terminating an Assignment for an indefinite period of time where the Posting has not yet lasted six months, a minimum notice period of fourteen calendar days shall apply. In the event of termination of an Assignment where the Supply has lasted six months or longer, a minimum notice period of six weeks shall apply.
Article 3. Assignment (B) - recruitment and selection
3.4. The Assignment is entered into as soon as the Client submits an application to Jopp B.V.. Each Assignment shall be subject to these General Terms and Conditions.
3.5. The Assignment shall be accepted on a "no cure no pay" basis. The Client shall owe Jopp B.V. a Client rate if an Employee proposed by Jopp B.V. to the Client or its affiliates enters employment or is otherwise employed by the Client whether or not through Jopp B.V. or third parties, either immediately after the Employee has been proposed, or for a period of 12 months from the date of the Employee's proposal by Jopp B.V., in which case the Client shall notify Jopp B.V. of this immediately.
Article 4. Supply of Employees and hiring agreement
4.1. If the Client wishes to use Employee(s) provided by Jopp B.V., the Parties shall consult with each other and Jopp B.V. shall provide the Client with an overview of the rates of the various Employees. After the Parties have reached an agreement on the rates, a hiring agreement will be sent to the Client for signature. After signing the hiring agreement, Jopp B.V. will select suitable Employees for this particular Assignment(s) at the time Jopp B.V. has received a request for one or more Assignments from the Client.
4.2. Jopp B.V. may supply Employees under a Temporary Employment Agreement with or without a Temporary Employment Clause. If the Temporary Employment Agreement contains the Temporary Employment Clause, the Assignment may be terminated at any time in accordance with the provisions of Article 3.3. A Posting shall commence on the date stated in the Assignment. In the absence of a written Assignment, the Supply shall be deemed to have commenced on the date that the Employee commences work for the Client. The Assignment shall end on the termination date stated in the Assignment.
4.3. If the Temporary Employment Agreement between the Employee and Jopp B.V., represented by Backoffice, contains the Temporary Employment Clause, the Supply shall also end at the request of the Client at such time as the Flexworker reports that he is unable to perform the temporary work due to illness or accident. To the extent necessary, the Client shall be deemed to have made such request. If so requested, the Client shall confirm such request to Jopp B.V. in writing.
4.4. The Temporary Employment Agreement that does not contain the Temporary Employment Clause is a Temporary Employment Agreement for a fixed term. The Assignment with the Client shall in that case also have been entered into for a Definite Period and Article 3.2 shall therefore also apply, unless different notice periods have been agreed in writing.
4.5. The Client determines when a Posting ends and thus the time frame of the employment. Therefore, the Principal is responsible for the transition fee as in the case of its own personnel. The transition fee is not included in the Principal's rate because it cannot be determined in advance. The transition fee is always passed on to the Client on a one-to-one basis unless otherwise agreed in writing.Artikel
Article 5. Cancellation (A).
5.1. If the Principal cancels the agreed Assignment of Supply 72 hours or less before the starting time, the Principal will be charged a cancellation fee. These cancellation charges shall be per Employee whose Posting is cancelled:In case of cancellation 72 hours or less and more than 36 hours before the starting time: 25% of the number of scheduled hours of the Employee times the Principal's rate;In case of cancellation 36 hours or less before the starting time: 50% of the Employee's scheduled hours times the Client Rate;
5.2. Cancellation must be made by e-mail.
Article 5. Cancellation (B)
5.3. If the Client withdraws an application at the time that Jopp B.V. has already introduced (an) Employee(s) to the Client, the Client shall make an effort together with Employee and Jopp B.V. to see if there are other possibilities to start working within the Client's company or affiliated companies after getting acquainted with the Employee.
5.4. Should it occur, for unforeseen reasons, that the Employee(s) already introduced will not be employed after all, then a cancellation fee of €295 (ex VAT) will be charged.
5.5. Cancellation must be made by e-mail.
Article 6. Replacement Employee
6.1. Upon termination of the Assignment, Jopp B.V. shall be entitled, but not obliged, to provide a replacement Employee for the remaining duration of the Assignment.
6.2. The Client and Jopp B.V. may agree that Jopp B.V. will temporarily supply a replacement Employee in the event of the Employee being temporarily unable to perform the temporary work, including but not limited to situations such as illness. In that case the Supply of the replacement Employee shall end at the request of Principal as soon as the temporary inability of the original Employee has ended and the Supply of the original Employee shall be resumed, unless the Parties agree otherwise in writing.
6.3. Jopp B.V. shall at all times be entitled to make a proposal to the Principal to replace a deployed Employee with another Employee while continuing the Assignment with a view to Jopp B.V.'s company policy or personnel policy, the maintenance of employment or compliance with applicable laws and regulations, in particular the dismissal guideline for the temporary employment sector, the Participation Act and the Wet Verbetering Poortwachter. Client shall reject such a proposal only on reasonable grounds. If requested, Client shall motivate any rejection in writing.
6.4. Jopp B.V. shall not fail imputably vis-à-vis the Client and shall not be liable to compensate any damage or costs to the Client if Jopp B.V. is allowed to replace or reinstate an Employee but fails to replace or reinstate the Employee for whatever reason. In such case, Client shall also not be required to pay the Client Rate unless the cause for not replacing or reinstating the Employee is attributable to Client.
Article 7. Client rate
7.1. Prior to commencement of the Assignment, Client shall provide the description of the position to be held by the Employee and the corresponding classification in the Client's remuneration scheme in accordance with the provisions of 7.2 of these General Terms and Conditions.
7.2. Jopp B.V. is generally obliged to apply the Recipient's Remuneration pursuant to the CAO. The Recipient's Remuneration consists of the following elements: the applicable period wage in the scale for the position, adv, (expense) allowances, periodical payments, initial wage increases and the allowances in accordance with the current definition in the CAO. Client is obliged to provide correct information regarding the applicable Borrower's Remuneration. If changes occur in the Recipient's Remuneration, in accordance with the applicable Recipient's Remuneration, as a result of the Client's incorrect or failure to provide (changed) information regarding the Recipient's Remuneration, Jopp B.V. will compensate the Employee and invoice the amount involved to the Client. Client agrees to this in advance by accepting these terms and conditions. Unless otherwise stated, the agreed rate shall at all times be the rate for normal hours (excluding surcharges, expenses, adv, etc.).
7.3. The Client rate payable by the Client to Jopp B.V. shall be calculated over the hours to which Jopp B.V. is entitled under the Assignment/General Terms and Conditions. In Phase A, the Principal Rate shall be calculated over the hours actually worked by the Employee or the minimum calculated number of hours as stated in Article 10. In Phases B and C, the hours guaranteed (agreed) by the Client in the Assignment will be charged, regardless of whether they have been worked (barring illness), unless otherwise agreed. The Principal Rate shall be multiplied by the applicable surcharges and increased by adv, the (dis)expense allowances owed by Jopp B.V. to the Employee. VAT will be charged on the Client Rate, adv, the surcharges and (expense) allowances. The Assignment Confirmation will specify the rate in more detail.
7.4. Jopp B.V. shall in any case be entitled to make interim adjustments to the Client Rate:
- If the hourly remuneration of the Employee is increased (by virtue of the Collective Bargaining Agreement/Intermediary Remuneration) in connection with periodic increase, initial wage increase, age or otherwise; and/or to pass on (one-off) mandatory special benefits to Employees to the Client;
- If the costs of the temporary work increase:
- As a result of a change in the Collective Labor Agreement (CLA) or in the applicable hirer's CLA and/or employment conditions scheme;
- As a result of changes in or including changes in or as a result of social and fiscal legislation and regulations, the collective labor agreement or any binding regulations;
- As a result of an increase in the (objective) costs in the broadest sense of the word connected with the Employee's temporary work;
- As a result of an increase in the costs of Jopp B.V. in the broadest sense of the word;
- Annually on 1 January by a price indexation (in accordance with CBS Consumer Price Index).
- Annually, with respect to all cost price elements including margin.
7.5. If the Employee is replaced by another Employee, the hourly remuneration in respect of that other Employee shall be redetermined and the Client Rate shall be adjusted accordingly.
Article 8. Employment relationship with an Employee
8.1. Client and Client-affiliated company(ies) are only entitled to enter into an employment relationship with an Employee under the conditions mentioned in this article
8.2. The Client and Client-affiliated company/companies intending to enter into an employment relationship with the Employee shall inform Jopp B.V. in writing in good time before the Client implements this intention.
8.3. Client and Client Affiliated Company(ies) shall not enter into an employment relationship with an Employee as long as the Temporary Employment Agreement between the Employee, Backoffice and thereby Jopp B.V. has not been validly terminated.
8.4. If the Client and company/companies affiliated to the Client enter into an employment relationship with an Employee who is made available to it on the basis of an Assignment for an indefinite period of time, before that Employee has worked - on the basis of that Assignment - 1,040 hours, the Client shall owe Jopp B.V. a fee excluding VAT in the amount of 25% of the most recently applicable Client rate over 1,040 hours minus the hours already worked - on the basis of the Assignment - by that Employee.
8.5. If Principal and the company/companies affiliated to Principal enter into an employment relationship with an Employee who is made available to it on the basis of an Assignment for a definite period, Principal shall owe compensation amounting to 25% of the most recently prevailing Principal's rate (calculated over the agreed or usual hours and overtime) for the remaining duration of the Assignment or - in the event of an Assignment that can be terminated early - for the non-observed notice period, on the understanding that Principal shall always owe at least the compensation referred to in paragraph 8.4 excluding VAT.
8.6. If the Client and the company/companies affiliated to the Client enter into an employment relationship with an Employee in accordance with the provisions of paragraphs 8.1 to 8.5 above, the Assignment between the Client and Jopp B.V. shall end with effect from the day on which that employment relationship commences.
8.7. If the Client and company/companies affiliated to the Client enter into an employment relationship with an Employee within six months after the Employee's Posting (regardless of whether it was based on an Assignment for a definite or indefinite period) to the Client has ended, it shall owe the fee referred to in paragraph 8.4. This applies both if the Client has approached the Employee for this purpose - directly or through third parties - and if the Employee has applied for a position with the Client - directly or through third parties.
8.8. If a (potential) Client and Client-affiliated company(ies) has initially come into contact with a (prospective) Employee through the intervention of Jopp B.V., for example because the Employee was introduced to it by Jopp B.V. and that (potential) Client enters into an employment relationship with that (prospective) Employee within six months after the contact has come about without the Posting coming into effect, that (potential) Client shall owe a fee of 25% of the Client rate that would have applied to the Employee in question if the Posting had come into effect, over 1,040 hours.
8.9. FOR THE PURPOSES OF THIS ARTICLE, ENTERING INTO AN EMPLOYMENT RELATIONSHIP WITH AN EMPLOYEE SHALL MEAN:
- The Client's entering into an employment contract, a contract for work and/or an Assignment Agreement with the Employee whether or not for the same work;
- Appointing the Employee as a civil servant whether or not for the same work;
- Having the Employee in question placed at the Client's disposal by a third party (for example, another Temporary Employment Agency and/or Payroll Company) whether or not for the same work;
- Entering into an employment relationship by the Employee with a third party for the same or other work, in which Client and that third party are affiliated in a group, or that one is a subsidiary and/or affiliated company of the other.
8.10. It is only permitted to enter into an employment relationship with an Employee after 1,040 hours if Client itself becomes the employer of the Employee. If Client in turn puts the Employee back on the payroll of a third party, a takeover period of 2,100 hours shall apply.
8.11. If Client enters into an employment relationship with Employee pursuant to a Recruitment & Selection Agreement, Client shall be invoiced the agreed Client rate in full on Employee's first working day with a payment period of 30 days unless otherwise agreed in writing with Jopp B.V.
Article 9. Suspension of employment of Employee
9.1. If Client fails to meet its payment obligations to Jopp B.V., Jopp B.V. shall be entitled to suspend the Assignment after a written demand for payment. During this period of suspension, the Client shall also be required to pay the Client rate for the most recent or usual number of hours or overtime hours per period (week, month, etc.) pursuant to the Assignment. An interest invoice will then also be sent to Principal which Principal is obliged to pay. Jopp B.V. cannot guarantee that the same Employee will be made available to the Client at the time that the Client again meets the payment obligations.
9.2. Jopp B.V. shall also be entitled to terminate any (all) Assignment(s) with the relevant Customer with immediate effect if the Customer is in default with respect to any invoice in accordance with the provisions of Article 15.6. Jopp B.V. can never be held liable for damage resulting from the non-delivery or late delivery of Employees or the unilateral termination of the Assignment pursuant to this article.
9.3. Claims arising as a result of immediate termination pursuant to Article 9.2 shall be immediately due and payable without further notice of default being required.
Article 10. Special minimum payment obligations
10.1. The Principal who has not issued an hourly guarantee shall be required to pay Jopp B.V. at least the Principal's rate per call or fixed/erroneous shift, calculated over four hours worked.
10.2. The Client who did issue an hourly guarantee shall be obliged to pay the hours agreed upon in the Assignment, regardless of whether the Employee worked these hours. This shall not apply to hours not worked in connection with illness, as these shall be at the expense of Jopp B.V..
Article 11. Length of work and working hours
11.1. The Employee's working hours, number of working hours and rest periods shall be equal to the times and hours customary with the Client in this respect, unless otherwise agreed upon in the Assignment. The Employee's working hours, number of working hours and rest periods shall not exceed or be less than those permitted by law with the Client. Client shall ensure that the Employee's working hours and rest and working hours comply with legal requirements. Client shall ensure that the Employee does not exceed the permitted working hours and the agreed scope of work.
11.2. Overtime shall be regarded as overtime if work is performed in excess of the working hours per day or per week customary in the sector concerned or the number of hours set by arrangement or schedule.
11.3. Unless this could not have been foreseen when the Order was concluded, the Client shall be obliged to inform Jopp B.V. as soon as possible of the Client's company closures and collectively required holidays. The Principal shall be obliged to inform Jopp B.V. in sufficient time to enable Jopp B.V. to fit this into the legal relationship with the Employee as far as possible. If the company closure has not been notified and the Employee cannot work in connection with the company closure, the Client shall be obliged to continue to pay the Client rate if Jopp B.V. owes wages to the Employee. Employees are entitled to vacations, special leave, etc. This will be scheduled as much as possible in consultation with Client.
11.4. If the Employee requires specific training or work instructions for the execution of the Assignment, the hours spent on these will be charged to Principal as hours worked, unless agreed otherwise.
Article 12. Supply and selection
12.1. The Client shall provide Jopp B.V. with accurate information regarding the Employee's position, working hours, working time, work, place of work and working conditions, as well as the intended term of the Assignment in the case of secondment or secondment or direct employment with the Client. Jopp B.V. will propose one or more Employees on the basis of this information provided by the Client. Jopp B.V. will propose the Employees and the Client is entirely free to choose the Employee to be made available for the Assignment.
Article 13. Employees and responsibilities of the Principal.
13.1. The Client shall conduct itself with respect to the Employee in the exercise of management and supervision, as well as with respect to the execution of the work, in the same careful manner as it is bound to do with its own employees.
13.2. Unless otherwise agreed in writing, the Client is not permitted to 'on-lend' the Employees to a third party; that is, to make them available to a third party for the performance of work under the management and supervision of this third party. On-lending to a third party also includes on-lending to a (legal) person with which the Client is affiliated in a group (concern), as referred to in article 7:691 paragraph 6 of the Dutch Civil Code.
13.3. The Client may only employ the Employee in derogation of the provisions of the Assignment and General Terms and Conditions if Jopp B.V. has agreed to this in writing in advance. Such consent may be subject to conditions. Changes in function and/or responsibility must therefore be approved by Jopp B.V. Changes may have consequences for the rate.
13.4. Employment of the Employee abroad shall only be possible under the strict management and supervision of the Client and for a definite period and if this has already been agreed in writing with Jopp B.V. at the time of the Assignment and the Employee has agreed to this in writing. The Client will take care of visas, insurance and other matters and costs required for the assignment. The Client shall indemnify Jopp B.V. against any liability arising from a Secondment abroad.
13.5. Client shall compensate the Employee for any damage suffered as a result of the damage or destruction of property belonging to the Employee that was used in the context of the assigned work.
13.6. Jopp B.V. shall not be liable to Client for damage and/or losses to Client, third parties, or to the Employees themselves resulting from acts or omissions of the Employee. Jopp B.V. is also not liable for damage resulting from intent or deliberate recklessness of the Employee.
13.7. Jopp B.V. shall not be liable to Client for obligations that the Employees have entered into with or that have arisen for them vis-à-vis Client or third parties, whether or not with the consent of such Client or third parties.
13.8. Client shall indemnify Jopp B.V. against any liability of Jopp B.V. in respect of Articles 13.5, 13.6 and 13.7.
13.9. Client shall, to the extent possible, adequately insure itself against liability under the provisions of this Article.
Article 14. Guarantee safety and indemnification
14.1. Client shall furnish and maintain the premises, equipment and tools in which or with which the Employee performs his work, and shall take such measures and give such instructions for the Employee to perform his work as are reasonably necessary to prevent the Employee from suffering any damage in the broadest sense of the word during the performance of his work. Client expressly declares that it is familiar with the effect of Article 7:658 of the Dutch Civil Code (in particular Article 7:658 paragraph 4 of the Dutch Civil Code), as well as with the obligations arising for it from the Working Conditions Act with respect to the Employees. The Client shall indemnify Jopp B.V. against claims or demands from the Employee or third parties based on this provision.
14.2. The Client shall provide Jopp B.V. and also the Employee with information on the professional qualification required of the Employee prior to the commencement of the temporary work, as well as a document containing the specific characteristics of the job to be taken on. The Client shall actively inform the Employee about the risk inventory and evaluation (RI&E) used within its company.
14.3. If the Employee suffers an industrial accident or occupational disease (Article 7:658 of the Dutch Civil Code), the Client shall, if and to the extent required by law, immediately inform the competent authorities and ensure that a report is drawn up without delay. This report shall record the circumstances of the accident in such a way that it can be ascertained with a reasonable degree of certainty whether and to what extent the accident was the result of the fact that insufficient measures had been taken to prevent such an industrial accident or occupational disease. Client shall provide Jopp B.V. with a copy of this report.
14.4. Client shall take out adequate insurance against liability under the provisions of Articles 14.1, 14.2 and 14.3.
Article 15. Time accounting and billing.
15.1. Invoicing shall take place on the basis of the method of time registration agreed with the Client and also on the basis of the provisions of the Assignment, the Agreement or these Terms and Conditions. Unless otherwise agreed, timekeeping shall be performed by means of the timekeeping forms approved in writing by the Client or via the online timekeeping system. Client and Jopp B.V. may agree that the timekeeping shall be done in another manner.
15.2. Client shall ensure and guarantee by signature or online approval that the time sheets clearly state the correct number of hours worked and overtime, as well as all other information, and that any expenses actually incurred have been truthfully entered.
15.3. In the event of any discrepancy between the timesheet submitted to Jopp B.V. and the copy retained by the Client, the timesheet submitted to Jopp B.V. for settlement included in the invoice shall serve as complete proof, unless the Client is able to demonstrate the inaccuracies and notifies Jopp B.V. in writing within seven calendar days of signing the timesheet. The hours approved online by Client shall at all times constitute full proof.
15.4. If the Employee disputes Client's time sheets and Client has not fulfilled its obligations in 15.3, Jopp B.V. shall be entitled:
- Either: set the time(s) worked at the duration of the entire working hours of the workweek applicable to employees employed by Client. However, if the Parties have expressly deviated from this in writing in the Assignment, Jopp B.V. shall be entitled to set the time(s) worked at the duration of the entire working time agreed in the Assignment taken over the period in question.
- Alternatively: to set the hours worked at the number specified by the Employee, unless Principal can prove that the Employee's statement of the number of hours worked is incorrect and Jopp B.V. can dispose of the evidence in good time and may use it in full in and out of court.
15.5. Regardless of the method of accounting for time, Client shall be obliged to pay the hours if they have been approved by Client. After all, only the Customer can verify the accuracy of the hours worked. Inaccuracies that have nevertheless been approved by the Client shall therefore be borne by the Client.
15.6. The Client shall at all times be required to pay each invoice submitted by Jopp B.V. within fourteen calendar days of the invoice date unless otherwise agreed in writing. If an invoice is not paid within this period, the Customer shall be in default by operation of law from that moment without notice of default and shall owe interest of 0.5% per week. Suspension of payment or set-off shall not be permitted to the Client.
15.7 The Client grants Jopp B.V. permission to assign, pledge or transfer for collection an invoice that has not been paid within the period specified in 15.6. Customer shall in such case pay in full discharge. Should Jopp B.V. deem it necessary in the course of its business to assign, transfer or pledge claims against Customers to third parties as security, Customer shall grant permission for this in advance. Client undertakes to provide all cooperation that this may entail.
15.8. Complaints concerning any invoice must be submitted to Jopp B.V. in writing within seven calendar days of the invoice date. After this period, the Customer's right to complain shall lapse. The burden of proof regarding timely submission of the complaint rests with the Customer. If a complaint is filed, the Customer may nevertheless not invoke suspension of the payment obligation or set-off. This shall be without prejudice to the other provisions of this Article 15. Jopp B.V. may require additional securities from its Customer. This may be done both prior to and during a current Assignment.
All costs of collection of outstanding invoices shall be borne entirely by the Client.
15.9 The compensation for extrajudicial costs shall be set at a minimum of 15% of the principal sum due excluding interest with a minimum of €250 (two hundred and fifty euros) per claim. This fee shall always be charged and payable by the Principal as soon as legal assistance is invoked by Jopp B.V. or by the third party entitled to receive payment, or the claim has been handed over for collection by Jopp B.V. or that third party respectively, without any further proof being required. If the actual costs exceed 15% of the principal sum due excluding interest, Jopp B.V. or the third party shall be entitled to charge these actual costs.
15.10 Payments shall in each case extend to payment of the oldest outstanding invoices, irrespective of any indication from the Customer as to which invoice they should be allocated, in the following order: First they shall extend to payment of the costs of collection of outstanding invoices from Client. Next, payments shall be deducted from interest payments already due. Next, they shall be deducted from outstanding principal sums and lastly, payments shall be deducted from current interest instalments.
Article 16. Prevention of impermissible discrimination
16.1. To prevent the making of unlawful distinctions, in particular with respect to religion, philosophy of life, political persuasion, sex, race, age or any other grounds whatsoever, no non-functional requirements may be made when providing the information regarding the temporary work to be assigned, nor will they be taken into consideration by Jopp B.V.. The Client shall not make any prohibited distinction in any form whatsoever, as well as ensure that discrimination in the workplace is prevented.
16.2. The Client shall indemnify Jopp B.V. against any consequences of unlawful discrimination made by it.
Article 17. Liability of Jopp B.V.
17.1. Jopp B.V. is obliged as a good contractor to make every effort to perform the Assignment properly. If and to the extent that Jopp B.V. fails to perform this obligation, Jopp B.V. shall, with due observance of the provisions of 17.3 below, be liable to compensate the direct damage incurred by the Principal as a result, provided that the Principal submits a written complaint to Jopp B.V. as soon as possible, but no later than one month after the damage occurs or after it becomes known, demonstrating that the damage is the direct result of an attributable shortcoming on the part of Jopp B.V.
17.2. To the extent necessary in derogation of the provisions of 17.1, Jopp B.V. shall not be liable for any damage resulting from the incorrect selection of an Employee unless the Principal submits a written complaint to Jopp B.V. within seven calendar days of commencement of the Supply and demonstrates that the incorrect selection is the direct result of intent or deliberate recklessness on the part of Jopp B.V.
17.3. Any liability and/or obligation of Jopp B.V. to compensate damage incurred by the Client under these General Terms and Conditions or for any other reason whatsoever shall be limited to a maximum of 20% of the Client Rate that applied to the Employee in question pursuant to the Assignment over the intended duration of the Assignment with a maximum of thirteen weeks. Per Client the liability is also limited to two cases per financial year. This maximum shall cease to apply in the event of intent or deliberate recklessness on the part of Jopp B.V. Liability of Jopp B.V. for indirect damage, including consequential damage, loss of profit, lost savings and damage due to business interruption shall be excluded in all cases.
17.4. Jopp B.V. shall in any case not be in default vis-à-vis Customer and shall not be liable to compensate any loss if:
- Jopp B.V. does not accept a request from Client to provide an Employee;
- The contacts between Client and Jopp B.V. prior to a possible Assignment, including a concrete request from Client to supply an Employee, do not lead to the actual Supply of an Employee for whatever reason;
- Jopp B.V., for whatever reason, cannot or can no longer make an Employee available in accordance with the Assignment for whatever reason;
- Client suffers damage because Client has provided the Employee with goods/goods for the performance of the work, including: car, laptop, (mobile) phone, keys, etc. and these goods or goods are not returned or are damaged.
Article 18. Personal data Employee
18.1. Client shall treat all personal data of an Employee, which are made known by Jopp B.V. before and during the Assignment, as confidential and, more specifically, shall only process them in accordance with applicable privacy legislation, including the General Data Protection Regulation (AVG). Jopp B.V. may therefore never provide certain information to the Client if this constitutes a violation of applicable privacy legislation.
18.2. Jopp B.V. does not grant access to the data of its Employees. It is therefore not possible to audit Jopp B.V. for compliance, and thereby view personal data of Employees. Moreover, such audits are not necessary, given Employees are employed by Backoffice and Jopp B.V. has a processing agreement with them.
18.3. Client shall comply with its duty to inform Employees, and in any case inform Employees of the categories of personal data processed by Client, how, when and for what purposes the data are processed. Client shall indemnify Jopp B.V. against any resulting damage or liability, including penalties.
18.4 Where Client has its own responsibility for processing personal data of Employees, Client is expressly self-responsible for compliance with its legal obligations under applicable privacy laws. Client shall indemnify Jopp B.V. against any resulting damage or liability, including fines.
18.5. If necessary for Jopp B.V. to comply with legal obligations based on applicable privacy laws, Client shall fully cooperate with Jopp B.V. to this end, such as when an Employee submits a request to exercise his or her right of removal.
Article 19. Confidentiality
19.1. Jopp B.V. shall, at the request of the Client, stipulate in its relationship with the Employee that the Employee must maintain absolute secrecy regarding business or other confidential information relating to the Client and its business activities. However, Jopp B.V. shall not be liable for any damage suffered by Client as a result of breach of that duty of confidentiality by the Employee.
19.2. Client is free to impose a direct obligation of confidentiality on the Employee. Client shall inform Jopp B.V. of its intention to do so and provide Jopp B.V. with a copy of the statement/agreement drawn up in this regard. Jopp B.V. is not a party to this agreement.
19.3. Client is aware that any agreements made by Client with the Employee, including penalty clauses, can never be recovered by Jopp B.V. from the Employee. Nor shall it be possible to recover any damage due to fraud or theft, via set-off by Jopp B.V. from the Employee.
Article 20. Other provisions
20.1. If one or more provisions of these General Terms and Conditions and/or the associated Assignment are invalid and/or non-binding and/or in conflict with any provision of mandatory law, the General Terms and Conditions and the associated Assignment shall remain in full force and effect in all other respects, while Jopp B.V. shall, in consultation with Customer, adopt new provisions regarding null, void or voidable provisions which shall be as close as possible to the scope of the null, void or voidable provisions.
20.2. These General Terms and Conditions and the associated legal relationships and any disputes arising therefrom shall be governed exclusively by Dutch law.
20.3. All disputes shall be settled in the first instance exclusively by the competent court of the district in which Jopp B.V.'s head office is located, unless mandatory statutory provisions dictate otherwise.