General Terms and Conditions

KLM Health Services BV is registered with the Chamber of Commerce under number 34091331 and has its registered place of business at Stationsplein-NO 236 (1117 CJ), Schiphol. These “General Terms and Conditions” also pertain to its subsidiaries, Airport Medical Services, Schiphol-Centre (Chamber of Commerce number 34174388) and Executive Health Management, Hoofddorp (Chamber of Commerce number 34211499).

Article 1 – Definitions

1. Unless explicitly stated otherwise, the terms below have the following meaning in these general terms and conditions:

2. Offer: Any dated written or electronic proposal to provide services issued to the customer by the supplier.

3. Appointment: An intentional physical meeting between one or more experts and one or more individual employees on an agreed date and at a specified time.

4. Business: A natural person or legal entity engaged in a professional capacity or business.

5. Services: The services to be provided, the work activities to be carried out, and/or the delivery of products/goods to be undertaken by the supplier, as proposed in its offer.

6. Transaction: The beneficial agreement that obliges one or more of the parties to provide or to do something and that has arisen between one or more natural persons or legal entities engaged in a professional capacity or business.

7. Customer: A natural person (client) or legal entity engaged in a professional capacity or business in which the employee is or will be employed, and/or the insurance broker or insurance company concerned, and/or a number of persons acting collectively, whether legal entities or otherwise, and whether or not an employer, who/which have appointed the supplier and/or awarded projects to the supplier for services being performed by the supplier, and/or to whom/which the supplier has submitted a proposal pursuant to an agreement.

8. Supplier: KLM Health Services BV and any allied legal entities and/or subsidiaries acting as a service provider, or associated natural persons and persons falling under its supervision and/or authority who undertake service provision and/or deliveries and/or perform services.

9. Agreement: Any agreement, order or other obligation between the customer and the supplier, as well as any proposal by the supplier for services to be performed for the customer that is accepted by the customer and accepted and executed by the supplier, and that forms an integral part of the present general terms and conditions.

10. Project: The services falling under the scope of an order that are to be performed by the supplier on a project basis.

11. Employee: An individual (natural person) not engaged in a professional capacity or business (as the client or the customer) who has entered into an employment contract – either with the customer or with a legal entity, unit or employer represented by the customer – that complies with the Dutch Civil Code, or who has been appointed as a civil servant or is a temporary worker, and who is the subject of the request for examination.

Article 2 – Applicability

1. These general terms and conditions, as well as any special provisions agreed between the customer and the supplier, apply to any offer made by the supplier, any agreement between the supplier and the customer, and any services that the supplier offers; they further apply to any legal entities allied with the supplier and/or its subsidiaries.

2. If the suppliers’ general terms and conditions and the special provisions contradict one another, the special provisions will prevail. Special provisions are binding only if the supplier has explicitly accepted them in writing.

3. The customer will be furnished with a copy of these general terms and conditions prior to entering into an agreement. If this is not reasonably possible, the supplier will inform the customer how to access the general terms and conditions.

4. Deviation from these general terms and conditions is possible only in exceptional situations and only when explicitly agreed in writing with the supplier. Any agreed deviation from the applicability of these general terms and conditions under a specific agreement does not entitle the customer to any rights under future agreements.

5. These general terms and conditions also apply to additional, amended and follow-up orders from the customer.

6. The customer’s general terms and conditions are excluded.

7. If any provisions in these general terms and conditions are void or annulled, either in full or in part, the other provisions will remain in effect, and the void/annulled provisions will be replaced by provisions that have the same scope as the original.

8. The supplier has the right to submit a written proposal to change the services, service provision, deliveries and/or terms and conditions, and these changes will be deemed to have been accepted by the customer unless the customer gives notice to the contrary within thirty (30) days of the supplier making its proposal known.

9. Where provisions pertaining to a skeleton agreement with the (sector) interest group to which the customer is affiliated deviate in favour of the customer from these general terms and conditions or from an individual agreement, the provisions in the skeleton agreement will prevail, providing the supplier is informed of such by the customer beforehand.

10. Any ambiguities regarding content, interpretation or situations not covered by these general terms and conditions will be reviewed and explained in the spirit of these general terms and conditions.

11. If any provision of an agreement cannot be invoked owing to considerations of reasonableness and fairness or because doing so may be unreasonably onerous, that provision will be interpreted in a manner that permits the agreement to be invoked while continuing to adhere as closely as possible to its content and scope.

12. The applicability of Sections 7:404 and 7:407(2) of the Dutch Civil Code is explicitly excluded.

13. Where reference is made in these general terms and conditions to she/her/hers, this should also be construed, where applicable, as a reference to he/him/his.

14. Should the supplier not always require compliance with these general terms and conditions, it nevertheless retains the right to demand full or partial compliance with them.

15. The supplier will provide its services exclusively within the Netherlands, unless agreed otherwise in writing. In such an instance, the customer must cover any associated additional costs.

Article 3 – Offer

1. All offers submitted by the supplier are non-binding, unless explicitly stated otherwise in writing. If the offer is limited or valid only under specific conditions, this will be explicitly stated.

2. An offer will only be binding on the supplier if it is confirmed by the customer in writing within three (3) months, unless stated otherwise. The supplier nevertheless has the right to reject an agreement with a (potential) customer for a reason that the supplier deems valid.

3. The offer will include a description of the proposed services and will be based on the information provided by the customer until such time as the offer is submitted. The description will be sufficiently detailed to indicate when the services will commence and when they will end, allowing the customer to properly assess the offer. Any details provided in the offer will serve only as an indication and cannot constitute grounds for any compensation or dissolution of the agreement.

4. The offer will quote the price to be charged for the services and the pricing method to be applied. The offer will also state the payment method.

5. The offer or an extended agreement will be issued subject to the condition that the customer only makes use of the supplier’s expertise and ideas contained in the offer to assess the supplier’s proposals.

6. Tenders or quotations will not automatically apply to follow-up orders.

7. As a general rule, delivery periods stated in the supplier’s offer are indicative and, if exceeded, do not entitle the customer to dissolution or compensation, unless explicitly agreed otherwise or in the event of a deliberate act or omission or gross negligence on the part of the supplier (evidence of which must be provided by the customer).

Article 4 – Entry into effect of the agreement

1. The agreement enters into effect when the customer accepts the offer and/or agreement submitted by the supplier by returning a signed copy (scanned or original) to the supplier, or when the customer explicitly and unequivocally accepts the offer by email, or when the supplier or the customer performs the services. If the customer accepts by email, the supplier will send the customer confirmation by email. If the agreement is accepted and/or the order is given orally, the supplier will confirm the same with the customer either in writing or by email. Execution of the agreement will be deferred until such time as the supplier receives written confirmation of the order. Execution will not, however, be deferred if, when entering into an oral agreement, the customer gives the supplier budgetary authorisation in the form of an order number.

2. If, as part of the acceptance of an offer, restrictions or changes are introduced to that offer, then contrary to what is stated in the previous paragraph, the agreement will only enter into effect after the supplier has notified the customer in writing that it agrees with such deviations.

3. What is stated in the previous paragraph does not prejudice the right of the supplier to make interim changes necessitated by statutory rules affecting the content or form of or tariffs for service provision and/or terms and conditions.

4. If the customer submits a written order that is not accepted by the supplier, the order will not be recognised as an agreement. Such an order will then only be accepted by the supplier if:

a. the customer receives a copy, signed by the supplier to the effect that it accepts the order, within fourteen (14) days of the order being sent, or

b. the supplier starts to execute the order within fourteen (14) days of receiving it.

5. In the case of standby or skeleton agreements, the agreement will enter into effect whenever the supplier receives an order for full or partial delivery within the framework of the standby or skeleton agreement.

6. The offer forms part of the agreement. If during execution of the agreement use is made of drawings, models, specifications, instructions, test directives or similar that are provided or approved by the customer and/or supplier, these too will form part of the agreement.

7. The supplier has the right to revoke the (signed) agreement within five (5) working days of receiving the acceptance.

8. An offer will not be binding on the supplier if the customer could have reasonably foreseen or should have understood that the offer contained an obvious mistake or typographical error. The customer cannot derive any rights from such a mistake or typographical error.

9. Any agreement entered into with the supplier or any project awarded to the supplier by the customer will be vested in the business and not in any individual person affiliated with the supplier.

10. If the agreement is entered into by more than one customer, each individual customer will be jointly and severally liable for complying with all obligations arising from the agreement.

Article 5 – Duration of the agreement

1. The agreement will be entered into for a fixed period of one year, and, if not terminated, will be tacitly and continuously renewed by a further year, unless the content of the agreement or the nature or scope of the order implies that it was entered into for a limited period. The duration of the order depends in part on external factors, including but not limited to the quality of the information that the supplier receives from the customer and the timely provision of that information.

2. Service provision within the context of an agreement signed by the customer will commence as soon as all the information explicitly requested by the supplier, and all details and payments made on the basis of agreed payment intervals have been received by the supplier at a time and in the manner agreed by the parties.

3. Either party (customer or supplier) may dissolve the agreement on the grounds of an attributable failure to comply with the agreement, providing the other party was issued written notice of default and given a reasonable period in which to comply with its obligations but subsequently failed to do so properly. This also includes the customer’s obligations with respect to payment and cooperation.

4. If, at the moment of dissolution as alluded to in this article, one of the parties has already benefited from the performance of the agreement, such performance and the associated payment obligations cannot be seen as a reason to reverse the benefit, unless the party in question has defaulted on that performance. With due regard to the previous sentence, amounts invoiced prior to the dissolution for performances or deliveries made within the context of the agreement will remain fully payable and, at the moment of termination of the agreement, will be immediately due and not subject to compensation.

5. The parties may terminate the agreement by written notice with due observance of a notice period of three (3) calendar months prior to its expiry date. If the agreement has been in effect for less than three (3) months, it may be terminated on the basis of one (1) month’s notice.

6. Either party (customer or supplier) may terminate all or part of the agreement in writing and with immediate effect, without further notice of default being required, if the other party has been granted a suspension of payments or filed for bankruptcy, or if the company concerned is wound up by liquidation, or if the other party takes measures aimed at effecting the liquidation, cessation of trading or dismantling of that party’s company, or if all or a significant proportion of its movable and/or immovable assets are attached, whereby the transfer or merger of the company cannot be seen as a reason for premature termination, or if, in accordance with legal arrangements, such can be seen as reasonably necessary and further compliance cannot reasonably be required of the other party, or if the customer, being a natural person, dies or is placed under legal guardianship, or if improper influence is exerted, including bribery, benefiting persons associated with the customer and/or offering a gift or promise that is intended to induce them to do or refrain from doing something that would prejudice the agreement and the efforts associated with winning the order. If one of the aforementioned situations arises, the supplier will in no case be obliged to repay monies, and/or damages and interest, and/or compensation for expenses already received.

7. As soon as one of the abovementioned facts or circumstances arises, each of the parties will be obliged to immediately inform the other party by registered letter.

8. If one of the parties dissolves all or part of the agreement without the other party being affected by any of the circumstances referred to in the previous paragraph, then the latter party will be entitled to compensation for losses associated with investments made specifically within the context of service provision for the customer, on condition that these investments and the associated compensation arrangements were agreed by the parties beforehand and in writing. Under no circumstances will this include general management costs or other types of indirect costs that have not been agreed. Each of the parties has the right to inspect the other party’s relevant accounts or to have such accounts inspected.

9. The supplier is entitled to dissolve the agreement prematurely with immediate effect, without judicial intervention and without prejudice to its right to compensation for costs, damage and interest, if:

a. this can, in fairness, be considered necessary because of inappropriate or fraudulent actions taken by the customer against the supplier;

b. the customer has provided incorrect information or has concealed information regarding staff availability.

10. Termination of the agreement – whether based on grounds set out in this article or elsewhere in the provisions of the agreement – will never affect obligations arising from the agreement that, by their very nature, are meant to remain in effect even after the agreement is dissolved. These obligations include: indemnification against infringement of intellectual (property) rights, confidentiality and dispute resolution, applicable law and choice of domicile.

11. Should the agreement be terminated, then the following will apply:

a. The supplier will, in consultation with the customer, do all that can be reasonably expected of it to ensure continuity of the services already provided on behalf of the customer up to the point of termination or notice of termination.

b. The supplier will transfer to the customer all information recorded in writing or otherwise, as well as all knowledge regarding those services, in a manner to be agreed upon, or will transfer the same to a third party to be charged by the customer with performing the unfinished part of the order.

Article 6 – Cancellation

1. Cancellation is deemed to have taken place if an appointment for (future) performance of the services, including a surgery appointment or other consultation, has been agreed in advance, either orally or in writing, between the parties, customers, employees or parties acting on behalf of the customer, and is cancelled by either party.

2. If, when the occasion arises, the customer fails to cancel, in a manner regarded as timely within the meaning of this article, appointments made with the supplier pertaining to the starting or throughput times of services, examination and/or advisory projects, training programmes, consultation meetings, surgery consultations, and other elements of the delivery of the agreed services, the supplier will be entitled to charge the fees that would have been payable had these appointments been kept.

3. In the event of cancellation within the permitted or agreed period, the supplier will only charge the customer for the cost of cancellation, unless otherwise provided for in this article.

4. If an appointment is not cancelled in a timely manner, the supplier will in all cases consult about making a new appointment and about spending the reserved time left unused to carry out other paid services and/or activities. Insofar as possible, costs that would otherwise have been charged may be proportionately reduced.

5. Unless agreed otherwise, the following cancellation periods apply: 
a. For surgery appointments and consultation appointments for employees: twenty-four (24) hours before the agreed starting time at the very least; 
b. For appointments for services that, according to specifications known to the customer, will take less than four (4) hours to complete: forty-eight (48) hours before the agreed starting time at the very least; 
c. For appointments for services that, according to specifications known to the customer, will take more than four (4) hours to complete, excluding educational projects, courses and training assignments: seven (7) working days before the agreed starting time at the very least; 
d. For appointments involving more than one (1) employee or a project, excluding educational projects, courses and training assignments and appointments for flight-medical examinations and examinations alluded to in this article: seven (7) calendar days before the agreed starting time at the very least; 
e. Educational projects, courses and educational and training assignments: fourteen (14) calendar days at the very least; 
f. Medical examinations: forty-eight (48) hours before the agreed starting time.

6. The following applies for flight-medical examinations:

a. Bookings for flight-medical examinations, examination dates and times will be scheduled in accordance with a protocol endorsed by both parties;

b. Bookings that are not “returned” in good time (i.e. at least three (3) working days before the day of the scheduled examination) will be charged as if the examinations had been carried out. The supplier will inform the customer in good time (i.e. immediately after the period referred to in the previous sentence has elapsed) that it has failed to “return” bookings so that they can cooperate closely on reducing such occurrences to a minimum.

c. Additional appointments for examinations can always be requested at no extra charge, provided capacity is available.

7. The following applies for appointments for examinations:

a. The customer may cancel a scheduled appointment for an examination in writing or electronically without incurring any liability for loss or damage, unless cancellation is less than seventy-two (72) hours before the appointment is scheduled to take place.

b. If written or electronic cancellation is less than seventy-two (72) hours but at least twenty-four (24) hours before the scheduled appointment, the customer will owe the supplier 75% of the amount agreed in connection with the relevant examination.

c. If written or electronic cancellation is less than twenty-four (24) hours before the scheduled appointment, or if the employee fails to appear for the appointment, the customer will owe the supplier the entire amount agreed in connection with the relevant examination.

Article 7 – Service performance

1. The supplier will endeavour to perform the agreed service with the utmost care as may be required of a good supplier. The supplier guarantees professional, independent service provision. All services are performed on the basis of an obligation to perform to the best of one’s ability, unless a specific outcome has been explicitly agreed upon in writing and described in detail.

2. The performance of services is based on the information provided by the customer. Should any information need to be adjusted, this may affect a predetermined schedule. The supplier is never liable for adjustments made to the schedule. If the commencement, progress or delivery of the services should be delayed because, for example, the customer has not provided all the requested information or has not provided it on time, or not in the desired format, does not cooperate sufficiently, any advance payment has not been received on time by the supplier, or due to other circumstances which are for the account and risk of customer, there is a delay, the supplier is entitled to a reasonable extension of the delivery period. All damages and additional costs resulting from a delay due to a cause as mentioned above will be at the expense and risk of the customer.

3. The supplier guarantees that:

a. it – insofar as applicable – possesses the licences and/or certificates required for the performance of the services.

b. the services to be performed by or on behalf of the supplier will be carried out with due diligence, in the skilled and professional manner that may be expected of the supplier, and that the results will conform to the agreed specifications and/or descriptions.

c. the services will be performed with due observance of all the relevant prevailing legislation, regulations and professional profiles, codes and protocols drawn up by the professional associations, including the rules of conduct of the Royal Dutch Medical Association (Koninklijke Nederlandse Maatschappij ter bevordering van de Geneeskunst or KNMG), including the code relating to the management and circulation of socio-medical data and the role of professional secrecy in this, as well as the Individual Healthcare Professions Act (Wet Beroepen Gezondheidszorg or BIG), the General Data Protection Regulation (Algemene Verordening Gegevensbescherming or AVG), the Medical Treatment Act (Wet Geneeskundige Behandelingsovereenkomst or WGBO), the General Administrative Law Act (Algemeen Wet Bestuursrecht or AWB) and the Medical Authorities (Geneeskundige Instanties) arrangement for Physicians and Medical Declarations for Aviation (Staatscourant – Government Gazette No. 174).

4. The agreement under which the services are performed by the supplier will determine the scope and extent of the services. The agreement will only be performed for the benefit of the customer and its employees, partners or hired-in third parties. Third parties cannot derive any rights from the contents of the services performed within the context of the agreement.

5. The information and data provided by the customer serve as the basis for the services offered and the prices of the supplier. The supplier has the right to adjust its services and its prices if the information provided turns out to be incorrect and/or incomplete.

6. When performing the services, the supplier is not obliged or bound to follow the customer’s instructions if this changes the contents or scope of the agreed services. If the instructions result in further services for the supplier, the customer is accordingly obliged to pay the additional costs based on a new offer.

7. The supplier will be entitled, with the prior consent of the customer for the performance of the services at its own discretion, to engage third parties if it deems this necessary or desirable, which consent will not be withheld without reasonable grounds, transfer in whole or in part to third parties, whether by subcontracting or by temporarily hiring-in staff.

8. If the nature and duration of the order should require, the supplier will keep the customer informed of progress in the interim in the agreed manner.

9. The services will be performed at a place and time as further agreed.

10. Insofar as no time limits are stated in the offer or agreement, the supplier will provide its services within the supplier’s customary time limits. Concerning the aforementioned deadlines, the consequences of any delay, non-responsiveness or non-appearance are at the customer’s risk.

11. At the request of the customer, the supplier can perform incidental services, which will be charged to the customer retroactively on the basis of the applicable rates or on the basis of an approved offer or other written agreement. Overruns in the context of existing agreements will count as incidental services.

12. If the parties agree on periods within which the services should be performed, these periods are always indicative and never a deadline, unless agreed otherwise in writing. Deadline overruns may never be regarded as a shortcoming by the supplier in the fulfilment of its obligations and therefore never entitle the customer to claim damages and/or dissolution of the agreement.

13. If there is a risk that the agreed delivery period will be overrun or that the services cannot be provided on time, the supplier will inform the customer in good time. The supplier will state the nature of the impending delivery time overrun, the measures it has taken and the anticipated duration of the delay.

14. In the event the customer takes no further action in executing an agreed project for more than two (2) months, on which the progress the project depends, the supplier may consider the project terminated. The supplier thereby retains the right to invoice the customer for the part of the services already performed or goods already delivered. If the supplier ascertains that the customer is not taking action, it will inform the customer in writing of its intention to regard the project as terminated and will offer the supplier a reasonable period, which will be regarded as a strict deadline, within which to nonetheless take action.

15. If the service (partly) involves the supply of goods, no guarantees other than those described in the proposal will be provided.

16. The ownership and risk of goods will not pass to the other party until delivery has taken place, unless acceptance is refused upon delivery, which refusal must be reported to the other party verbally and subsequently in writing without delay.

17. The supplier will ensure that the professional independence and competence of experts involved in the performance of the services is guaranteed and, if necessary, will agree on (situationally) relevant procedures and protocols, and that its implementation and implementation systems are designed accordingly.

18. The results of projects or studies and other services performed will be included in statements and/or final and/or partial reports and will contain a full description of the progress of the services or phase in question respectively as well as an overview and description of the relevant results.

19. The supplier will ensure that only vehicles, medication, parts, instruments and/or equipment suitable for achieving the envisaged objective will be used to perform the services. These instruments and/or equipment must be free of any defect, hidden or otherwise.

20. The supplier will ensure that the services to be performed within the scope of the agreement will not be sub-standard in the areas of design, materials and craftsmanship, and that the services to be performed are in accordance with the agreed specifications and will be properly suited to achieving the envisaged objective.

21. Upon request or if so desired, the parties will make available office and/or research facilities with suitable provisions during the agreed performance period for the services by the customer’s employees.

22. The set-up of the offices and/or research facilities of the supplier’s employees referred to in the previous paragraph will, in addition to complying with the functional requirements arising directly from the role of the employees and as specified by the supplier, also comply with functional specifications pertaining to working conditions, legal requirements, the specifications of the Dutch Standards Office (NEN) and safety requirements.

23. During working hours, the supplier and/or its employees will in principle be available, either at the customer’s locations or otherwise, whereby their presence, absence, replacement and accessibility will be arranged in consultation with the customer.

24. Before commencing the performance of the agreement, the supplier and its employees should familiarise themselves with the contents of the rules and regulations applicable to the premises and buildings of the customer, including those relating to safety, health and the environment, and should act accordingly.

Article 8 – Customer’s obligations

1. The customer is obliged to furnish all the information requested by the supplier as well as the relevant attachments and related information and data in time and/or before the commencement of the services and in the desired form for the correct and efficient performance of the agreement. Failing this, it may not be possible for the supplier to fully perform and/or deliver the relevant documents. The consequences of such a situation will at all times be at the expense and risk of customer.

2. The supplier is not obliged to check the correctness and/or completeness of the information provided to it or to update the customer with regard to the information if it has changed over time, nor is it responsible for the correctness and completeness of the information compiled and/or provided to third parties by the supplier within the context of the agreement.

3. The supplier may, if necessary for the performance of the agreement, request additional information. Failing this, the supplier is entitled to suspend its services until the information is received, without being liable to pay any compensation to the customer for damages on any grounds whatsoever. In the event of changed circumstances, the customer must notify the supplier of this immediately or at least no later than three (3) working days after the change became known.

4. The customer will enable the supplier to perform the agreed services and to gain insight into work situations, work organisation, working conditions and business operations.

5. The customer will grant the supplier, subject to the supplier’s permission which will not be withheld on unreasonable grounds, access to all areas it needs to enter to perform the services and over which the customer has control. Under certain circumstances and after consultation, the customer may impose conditions or restrictions.

6. The supplier will ensure that its presence on the premises and/or in the buildings of the customer does not obstruct the unhindered progress of the services of the customer and third parties.

7. The customer will cooperate fully in carrying out a customer and/or client satisfaction survey or evaluation.

8. The customer who is not also an employee is obliged to secure the storage and use of reports produced by the supplier to the satisfaction of the customer in such a way that they comply with the applicable regulations and legislation.

9. If a planned survey cannot be carried out due to circumstances not attributable to supplier, other than in the case of cancellation as referred to under the article “Cancellation”, the customer will nonetheless owe the supplier the agreed price.

10. If the number of employees affects the amount payable by the customer to the supplier, the customer will, at the supplier’s request, provide reliable insight into the number of employees forming part of its workforce, in a manner and at a time indicated by the supplier for the purposes of determining the number of jobs in the customer’s workforce. If the customer fails to do so, the supplier will be free to make a generous or conservative estimate of the number of employees, without the customer’s intervention.

11. On commencement of the agreement, the number of employees according to customer’s most recent summary salary statement will serve as the basis.

12. Unless otherwise agreed, the amounts due referred to in paragraph 10 will be charged within three (3) months of the commencement of the services or at the start of and ahead of a calendar year.

13. A change during the (remaining) annual period in the declared and determined number of employees of the customer cannot lead to further monetary settlement between parties on the grounds of a change during that period.

14. On termination of the agreement for whatever reason, there will be no settlement or refund of monies already paid in this respect.

Article 9 – Provision and regulation of information

1. The parties will, in a timely manner, provide each other with all the information required for the proper performance of the agreement. The provision of said information and performance of services must be carried out in accordance with the General Data Protection Regulation (Algemene Verordening Gegevensbescherming or AVG/GDPR), as well as with all applicable legislation, regulations and rules in force for the protection of privacy, medical confidentiality and the codes and rules of conduct of the professional associations of the experts involved in the provision of services.

2. For the clear and careful performance of the services, the parties will in mutual consultation establish procedures, protocols and work instructions that will form part of the agreement once they have been approved in writing by both parties.

3. The supplier will be entitled to request and receive all information necessary for the reintegration of employees on behalf of the customer from the body or bodies responsible for social insurance legislation, including the Centre for Work and Income (Centrale Organisatie voor Werk en Inkomen or CWI) and the body implementing employee insurance schemes (Uitvoeringsinstituut Werknemersverzekeringen or UWV).

4. If the customer fails to comply with the previous paragraph, the supplier will be entitled to terminate the agreement prematurely with immediate effect by registered letter, whereby the customer will remain liable for the costs of services already performed.

5. The supplier is responsible for maintaining the (legally) required certificates and will inform the customer in good time of any changes in or withdrawal of legally required certificates or ministerial authorisations.

6. The customer declares that the agreed services will have the cooperation of its employees and/or employees’ representatives insofar as this is required by the Works Councils Act and/or the Working Conditions Act.

7. The customer will provide the supplier insight into how the customer fulfils its obligations in accordance with the Works Councils Act, concerning regulations in the area of safety, health or welfare within the context of work.

8. At the customer’s request, the supplier is prepared to cooperate with and/or make a proposal for the compilation of a cooperation protocol governing the mutual cooperation and communication with the customer’s employee-participation bodies pertaining to the establishment, amendment or retraction of regulations in the area of safety, health or welfare at work.

9. The parties have provided each other with all the necessary information and will provide each other with all the information that is or may be of importance, whereby the parties know or should know that they should take this information into account before deciding whether or not to conclude an agreement.

10. The information mentioned in the previous paragraph also extends to information pertaining to the company, its possible subsidiaries, assistants, subcontractors and suppliers of the customer or supplier respectively.

Article 10 – Advice and reports

1. The supplier may, if so instructed, draw up its advice, plan of action, design, report, schedule and/or report for the purposes of service provision. The contents thereof will be non-binding and of an advisory nature only, but the supplier will comply with its duty of care. The customer will decide under its own responsibility whether to follow the advice.

2. If the agreement imposes an obligation on the supplier to supply certain data, whether printed, written or provided in any other way, the customer will accept such data for internal use only. The customer will treat such data as strictly confidential and will never disclose all or part of it to anyone other than the person to whom it relates, nor use it as evidence in any (legal) proceedings. The data may not be copied or reproduced in whole or in part by the customer in any way whatsoever.

3. The customer is obliged at the first request of the supplier to evaluate any proposals it submits. If the supplier is delayed in providing its services because the customer does not evaluate a submitted proposal or does not do so in time, the customer will at all times be responsible for the consequences of this, such as possible delays.

4. The nature of the services implies that the results are at all times dependent on external factors that may influence the reports and recommendations of the supplier, such as the quality, accuracy and timely delivery of necessary information and data by the customer and its employees. The customer is responsible for the quality and timely and correct submission of the necessary data and information.

5. The customer will report to the supplier in writing prior to the commencement of the services pertaining to any circumstances that are or may be of importance, including any points and/or priorities requiring attention according to the customer.

Article 11 – Additional services and adjustments

1. If during the execution of the agreement it appears that the agreement needs to be adjusted, or at the request of the customer further services are necessary to achieve the desired result for the customer, the customer is obliged to pay for these additional services according to the agreed price. The supplier is not obliged to comply with this request, and may require the customer to enter into a separate agreement and/or be referred to an authorised third party.

2. The supplier will be entitled to have the costs of additional services, such as obtaining medical information or carrying out (or having carried out) further assessments – whether or not to be carried out by third parties – which prove necessary after the agreement has been concluded for the proper performance of the services, carried out on behalf of and at the expense and risk of the customer. If additional services prove necessary, the supplier will, if reasonably possible, inform a medical manager designated by the customer by telephone as soon as reasonably possible of the nature of these services and the costs involved. The customer who is also an employee will, in the event of the need for additional services and therefore additional costs, be entitled to dissolve the agreement, but will in such a case be obliged to reimburse any costs already incurred.

3. For additional services as referred to in the previous paragraph of this article, the prices applicable then will be charged. These additional services will otherwise be subject to the provisions of the agreement and the services will be deemed to form part of the agreement. The nature of the additional services and any associated costs will be specified by the supplier when invoicing.

4. The supplier is entitled to adjust the agreement in accordance with changes in legislation and/or regulations and/or obligations and/or changes otherwise imposed by the government and/or other competent authorities and these will be deemed to form part of the agreement. The consequences of new legislation and regulations for the provision of services will be determined in all reasonableness and fairness and between the parties and laid down in implementing decisions or working arrangements.

5. Changes resulting from the causes described in the previous paragraph of this article will insofar as possible be made in consultation with the customer. In any event, the supplier will notify the customer immediately in writing of such an adjustment to the agreement. The costs arising from such adjustments will always be borne by the customer.

6. If the change involves additional costs, these will be borne by the party that proposed the change, unless the provisions of Article 4.2 apply or if otherwise agreed in writing.

7. If the customer considers the consequences of the change unacceptable for the price and/or delivery time, the customer will be entitled to withdraw the request for change.

Article 12 – Staff availability, employees

1. In the event of the absence of employees assigned by the parties to one another within the framework of the cooperation as a result of normal or expected normal course of illness, due to termination of employment at the request of the employee or due to holidays, the parties undertake to ensure replacement and equivalent expertise as soon as possible, in such a way that the capacity and level of service for the customer and the cooperation with the supplier agreed for this purpose will be guaranteed by the parties.

2. In the intervening period, parties will immediately provide for case handling by an acting officer in urgent cases. The supplier will provide a company doctor and/or absenteeism consultant within the framework of absenteeism management.

3. The parties will inform one another as soon as possible in the event the circumstance described above occur or threaten to occur.

4. The supplier will ensure that its employees who are responsible for performing the services or assisting in their performance are committed to the obligations the supplier has under the agreement.

5. If the parties find cause to replace any employees, this will be done in mutual consultation.

Article 13 – Prices

1. In principle and unless otherwise stated, all quoted prices exclude sales tax (VAT) any other levies and/or taxes imposed by the authorities. Possible levies and/or taxes will be charged on to the customer.

2. The supplier performs its services or carries out all projects in accordance with the agreed (hourly) rate. If a non-binding estimate has been agreed between the parties instead of a fixed price, the price will be determined on the basis of subsequent calculation.

3. If agreed between the parties, the supplier will observe a maximum limit. If there is a risk of the maximum amount being exceeded, the supplier is obliged to consult with customer immediately.

4. The customer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.

5. If, during an agreed period of availability, the services are performed at the customer’s site(s), the hourly rate for the relevant expert(s) will be charged, as well as costs for (administrative) support and any other additional costs.

6. In principle, prices, rates and costs are valid for a maximum period of twelve (12) months. Rates are always valid from the start of the supplier’s financial year.

7. The supplier is entitled to change its rates and the prices derived from them. However, the supplier will strive to limit its rate adjustments to no more than once per period of a maximum of twelve (12) months, which period will start at the beginning of the supplier’s financial year. When adjusting rates, the price indexation of Statistics Netherlands (Centraal Bureau van de Statistiek or CBS) for monthly wages specified in the collective labour agreement for adults including special remuneration for the business services sector, will be guiding but not binding.

8. In the event legislation and/or regulations necessitate rate adjustments, the supplier will be entitled to charge these costs on to the customer in all reasonableness as of the date the statutory measure takes effect by adjusting the rates and any additional costs arising directly or indirectly from the statutory regulations.

9. The supplier will announce the rate adjustment no later than three (3) months prior to the date it takes effect.

10. If the CBS discontinues publishing the aforementioned price index or if the basis for the calculation is altered, an index figure as similar to this as possible will be used. In the event of a dispute in this respect, either party may request a statement from the director of the CBS, which will be binding on both parties. Each party will pay half of any costs arising from this.

11. The customer is not entitled to dissolve the agreement following a price adjustment.

12. The prices for services provided outside the Netherlands are determined on the basis of the then applicable rates of experts and additional costs resulting from the agreed services.

13. If the supplier cannot perform the services under conditions considered normal for the supplier and during office hours, the prices and/or rates will be increased by any additional costs that apply. Said increase will be announced and agreed in advance.

14. All additional costs incurred by the supplier in connection with the services and costs not mentioned in the applicable price lists, proposals or quotations, etc., will be reimbursed by the customer, providing said costs were agreed in advance.

15. Costs for treatment or services provided by third parties (including treating doctors, specialists, physiotherapeutic and clinical psychological treatments, etc.), whether or not on the basis of a referral, will never be borne by the supplier, unless specific agreements to that effect apply.

16. Costs will be borne by the customer in consultation with and subject to approval from third parties engaged by the supplier and, if charged on to the customer by the supplier, increased by the costs incurred by the supplier, to the extent approved in advance by the customer.

17. Costs incurred for requesting information, including information specific to the curative sector and requesting medical files from a former supplier concerning working conditions, as well as costs related to third parties to be engaged by the supplier on the basis of (statutory) regulations – even if no prior consultation has taken place with the customer – will be borne by the customer.

18. Travel time required for the customer and travel-related costs will be charged on to the customer.

Article 14 – Invoicing and payment

1. Invoicing for services performed and/or goods on a performance basis will take place monthly in arrears, unless otherwise agreed by means of a sufficiently itemised (instalment) invoice.

2. Insofar as the payment owed by the customer according to the order is determined by subsequent calculation of the actual costs incurred, settlement will take place on the basis of an itemised statement of the costs incurred and fees spent.

3. The supplier reserves the right to invoice the customer on an interim basis (instalment invoice) for the part of the services already performed or goods already delivered.

4. A payment term of thirty (30) days from the invoice date will apply to all invoices issued by the supplier, unless otherwise agreed in writing.

5. The customer will pay these charges in full, without setting them off or suspending them, within the specified payment term as stated on the invoice, to the specified account number and stating the details of the supplier.

6. The parties may agree that the customer will pay an amount in advance. If an advance payment has been agreed, the customer will pay the advance payment before performance of the services.

7. The supplier is entitled to first use the payments made by customer to reduce any costs, then to reduce possible interest due and finally to reduce the principal sum and current interest. The supplier may, without thereby being in default, refuse an offer of payment if the customer designates a different order for the allocation of the payment.

8. In case of liquidation, insolvency, bankruptcy, involuntary liquidation or a petition for payment against the customer, the payment and all other obligations of the customer under the agreement will become immediately due and payable.

9. In respect of a transaction, the following will apply:

a. If, in the case of a transaction, no final date of payment has been agreed, statutory interest will be due by operation of law:

I. from thirty (30) calendar days after the commencement of the date following that on which the customer (debtor) received the invoice, or

Il. if the date of receipt of the invoice is not fixed, or if the customer (debtor) receives the invoice before receiving the performance of the service, from thirty (30) calendar days after the commencement of the date following the date on which the performance was carried out, or

III. if the customer has stipulated a period within which it can accept the performance provided or assess whether this complies with the agreement, and if it receives the invoice before it has accepted or assessed the performance, from thirty (30) calendar days after commencement of the date following the date on which the customer accepted or assessed the performance, or, if it does not stipulate approval or acceptance, from thirty (30) calendar days after commencement of the date following the date on which the period expires.

b. If the customer does not recognise certain items on the invoice, it is entitled to initially defer payment of the disputed items. In such a case, the customer will immediately notify the supplier of the disputed items in writing. The provisions of the following paragraph will continue to apply in unabated until the disputed items have been paid or adjusted and paid. The payment of statutory interest (see next paragraph) will in that case apply to the disputed items after adjustment, which will be deemed to have the same payment term and commencement date as the invoice from which those items originate.

c. The customer is deemed to be in default if payment after notice of default by means of a written demand for payment remains outstanding within the period stated in the demand. The provisions of paragraph 6 will continue to apply in full until the disputed items have been paid or adjusted and paid.

d. Any damages due because of a delay in the payment of a sum of money will, in the case of a transaction, consist of the statutory interest on that sum from the date following the date agreed as the final date for payment until the date on which the customer (debtor) has paid the sum of money.

e. After the end of each year, the amount on which the statutory interest is calculated will be increased by the interest owing for that year.

10. In the event the term of payment is exceeded, the supplier may, without further notice, suspend its obligation to perform services or deliver goods with effect from the date on which the term of payment has expired. This does not affect the customer’s obligations to pay the amount due. The customer will be notified in good time of the aforementioned suspension of its services and will be responsible for informing its employees thereof.

11. No statutory interest will be due if the supplier (creditor) is itself in default.

12. For the purposes of this article, any other agreed interest rate will be equated with statutory interest.

13. If, in the opinion of the supplier, the financial position of the other party constitutes a risk for the supplier, the supplier will be entitled to shorten the term of payment.

14. The supplier will send invoices to the customer’s main address for the attention of its financial or accounts payable administration, unless agreed otherwise.

15. The parties are not entitled to offset one another’s outstanding claims or debts and those of affiliated legal entities and companies, nor to offset claims and debts of one party against another, if these are not directly related by means of an invoice to the same order, project, service, delivery, performance or activity.

Article 15 – Collection policy

1. If the customer does not meet its payment obligations, and has not fulfilled its obligations within the payment period set, the customer will be deemed to be in default by operation of law.

2. From the date the customer is deemed to be in default, without requiring further notice of default, the customer will be entitled to statutory commercial interest from the first day of default until full payment, and compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the sliding scale from the decree on compensation for extrajudicial collection costs dated 1 July 2012.

3. If the supplier incurs greater or more costs than reasonably necessary, these costs will be eligible for reimbursement. The customer will also bear the full legal and execution costs incurred.

Article 16 – Privacy, data processing and security  

1. The supplier will treat the (personal) data of the customer and all the parties involved with care and will only use them in accordance with the applicable standards. If requested to do so, the supplier will inform the parties involved accordingly.

2. The customer itself is responsible for the processing of data which is processed by the supplier for one of its services. The customer also guarantees that the contents of the data are not unlawful and do not infringe any third-party rights. In this context, the customer will indemnify the supplier against any (legal) claim related to this data or the performance of the agreement.

3. If the supplier is required to secure information based on the agreement, said security will comply with the agreed specifications and a security level which, given the state of the art, the sensitivity of the data and the costs involved, is not unreasonable.

Article 17 – Suspension and dissolution

1. The supplier reserves the right to retain all data, data files and more, received or realised by it if the customer has not yet (fully) fulfilled its payment obligations. This right will remain in full effect if there is a valid reason for the supplier to justify suspension in that case.

2. The supplier is authorised to suspend the fulfilment of its obligations insofar as the customer remains in default with the fulfilment of any obligation arising from the agreement, including the late payment of its invoices. The suspension will immediately be confirmed to the customer in writing.

3. The supplier will in that case not be liable for damages, on any grounds whatsoever, as a result of the suspension of its services.

4. The suspension (and/or dissolution) will not affect the customer’s payment obligations for services already performed. Moreover, the customer is obliged to compensate the supplier for any financial loss suffered by the supplier as a result of the customer’s default.

Article 18 – Force majeure

1. The supplier will not be liable if it cannot fulfil its obligations under the agreement as a result of force majeure (circumstances beyond a party’s control).

2. Force majeure on the part of the supplier will in any case include, but will not be limited to: (i) force majeure of the suppliers of the supplier, (ii) failure to properly fulfil obligations of the suppliers prescribed or recommended by the customer or its third parties to the supplier, (iii) defectiveness of software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network and/or telecommunication facilities, (vi) illness of the employees of the supplier or any advisors engaged by it, and (vii) other situations which, in the opinion of the supplier, fall beyond the scope of its influence and temporarily or permanently prevent fulfilment of its obligations.

3. In the event of force majeure, both parties will have the right to dissolve the agreement in whole or in part. All costs incurred before the dissolution of the agreement will in that case be paid by customer. The supplier will not be obliged to compensate the customer for any losses caused by such revocation.

Article 19 – Limitation of liability

1. If any result stipulated in the agreement is not achieved, a shortcoming on the part of the supplier is only deemed to exist if this result was explicitly promised by the supplier when the agreement was accepted.

2. If there is an attributable shortcoming on the part of the supplier, the supplier is only obliged to pay any compensation if the customer has given notice of default to the supplier within fourteen (14) days after discovery of the shortcoming and the supplier has not subsequently rectified this shortcoming within a reasonable period. The notice of default must be in writing and contain such an accurate description/ substantiation of the shortcoming as to enable the supplier to respond adequately.

3. If the performance of services by the supplier leads to liability of the supplier, such liability is limited to the total amount invoiced under the agreement over the year in which the damaging event occurred, but only with regard to the direct damage suffered by the customer unless the damage is the result of intent or recklessness bordering on intent on the part of the supplier. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of damage, the direct damage, the liability and the manner of recovery.

4. The supplier expressly excludes all liability for consequential damage. The supplier will not be liable for indirect damage, trading loss, loss of profits and/or losses suffered, missed savings, damage due to business stagnation, asset losses, delay damage, interest damage, medical damage and immaterial damage.

5. The customer will indemnify the supplier against all third-party claims resulting from a defect as a consequence of a service provided by the customer to a third party and consisting partly of services provided by the supplier, unless the customer can prove the damage was caused solely by the service of the supplier.

6. Any advice provided by the supplier based on incomplete and/or incorrect information provided by the customer, can never be deemed as grounds for liability of the supplier.

7. The contents of the advice provided by the supplier are non-binding and of an advisory nature only. The customer will decide for itself and under its own responsibility whether to follow the proposals and advice of the supplier. All consequences arising from following the advice will be for the account and risk of the customer. The customer will at all times be free to make its own choices, which may deviate from the advice given by the supplier. The supplier will not be obliged to pay any form of refund if this is the case.

8. If a third party is engaged by or on behalf of the customer, the supplier will never be liable for the actions and advice of the third party engaged by the customer, nor for the processing the results (of advice drawn up) of the third party engaged by the customer in the supplier’s own advice.

9. All claims of the customer for shortcomings on the part of the supplier will lapse if these are not reported and motivated in writing and submitted to the supplier within one (1) year after the customer became aware or could reasonably have become aware of the facts on which it bases its claims. The liability of the supplier lapses one (1) year after the termination of the agreement between the parties.

10. The supplier will ensure that it has continuous, adequate and sector-specific insurance cover against the kind of liability referred to in this article and will, if requested, allow the customer to inspect the policy or provide a certificate of insurance.

11. If liability as a result of an attributable shortcoming or wrongful act is not (fully) covered by insurance, the parties will consult on the damages to be reasonably compensated, insofar as liability is not already regulated by law.

12. The supplier accepts no liability for damages resulting from defects in the goods supplied to the supplier that are then passed on to the customer by the supplier.

13. The supplier accepts no liability for loss of or damage to (personal) property during the performance of services and/or (skills) training courses, whether or not by third parties acting on behalf of or on the instructions of the supplier.

14. The supplier will not be liable for any damages caused by actions or neglect pertaining to cases of incapacity for work, if such actions or neglect occurred in a prior period when absenteeism and/or reintegration services were provided by another service provider.

Article 20 – Confidentiality

1. The supplier and the customer undertake to keep confidential all confidential information obtained within the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected to be confidential information. Confidentiality does not apply if the information concerned is already public/ general knowledge, the information is not confidential and/or the information was not disclosed to the supplier during the agreement and/or was obtained by the supplier by other means.

2. In particular, the confidentiality relates to advice, reports, designs, working methods and/or reports drawn up by the supplier within the context of the assignment for the customer. The customer is expressly forbidden from sharing the contents thereof with employees who are not authorised to take cognisance thereof and with (unauthorised) third parties. Furthermore, the supplier will always exercise due care in handling all business-sensitive information provided by the customer.

3. The parties will maintain confidentiality regarding the name, product, market, customer, employees, company data and implementation, and results of assignments concerning the other party, even after termination of the agreement. This does not apply to (calculation) methods, software and experimental working methods, the development of which is not directly intended through awarding the assignment or concerns information that:

a. is of common knowledge, without this being caused by a breach of the present obligation of confidentiality;
b. has been developed by the other party itself; 
c. was lawfully obtained by the other party and which third party is not bound by a similar confidentiality obligation.

4. If, on the basis of a statutory provision or a judicial decision, the supplier is obliged to (also) disclose the confidential information to a third party designated by the law or a competent court or indicated third party and the supplier cannot invoke a right to refuse to disclose, the supplier will not be obliged to pay any damages and this will not give the customer grounds for dissolution of the agreement.

5. The transfer or dissemination of information to third parties and/or publication of statements, opinions or productions provided by third parties to the supplier requires the written consent of the supplier unless such consent is expressly agreed in advance. The customer will indemnify the supplier against any claims by such third parties as a result of reliance on such information disseminated without the written consent of the supplier.

6. The transfer or dissemination of information to third parties and/or publication of statements, opinions or productions provided by third parties to the supplier requires the written consent of the supplier unless such consent is expressly agreed in advance. The customer will indemnify the supplier against any claims by such third parties as a result of reliance on such information disseminated without the written consent of the supplier.

7. The customer and the supplier will also impose the obligation of confidentiality on any third parties they engage.

8. (Medical) examinations, analyses, measurements or literature searches are subject to strict confidentiality, only findings and the results thereof will be disclosed.

Article 21 – Intellectual property rights

1. All intellectual property (IP) rights and copyrights of the supplier, in any case including but not limited to all logos, designs, models, reports and advice belong exclusively to the supplier and will not be transferred to the customer unless explicitly agreed otherwise.

2. If it is agreed that one or more of the aforementioned items or works of the supplier will be transferred to customer, the supplier will be entitled to conclude a separate agreement for that purpose and to demand appropriate monetary compensation from the customer. Such compensation must be paid by the customer before it acquires the items or works in question with the IP rights vested in them.

3. The customer is prohibited from publishing and/or reproducing, modifying or making available to third parties (including use for commercial purposes) all documents and software protected by IP rights and copyright possessed by the supplier without the express prior written consent of the supplier. If the customer wishes to make changes to the goods delivered by the supplier, the intended changes must be explicitly approved.

4. The customer is prohibited from using the items and documents subject to intellectual property rights possessed by the supplier in any other way than as agreed in the agreement.

5. The parties will inform each other and adopt joint measures if IP rights are infringed.

6. Insofar as the performance of the assignment or services by the supplier leads to patentable results, the customer will be entitled to apply for a patent in its name and at its expense.

7 The parties will mutually inform one another in this respect:
a. the presumption that patentable material has been found;
b. the fact that a patent application has been filed;
c. the contents of the application.

8. Furthermore, the parties will provide one another with any cooperation needed when filing patent applications.

9. If the customer fails to inform the supplier in writing within six (6) months after the notification referred to in paragraph 6 that it wishes to exercise its right, this right to apply for a patent will accrue to the supplier. In so doing, the supplier will observe the obligation as stated in the previous article on “Confidentiality” in these general terms and conditions.

10. The supplier guarantees that the results of the services commissioned by the customer and the use, including resale, of the goods supplied by the supplier or of the tools purchased or manufactured by the supplier for the customer will not infringe any patent rights, trademark rights, design rights, copyrights or other third-party rights.

11. The supplier will indemnify the customer against third-party claims arising from or related to any infringement of the rights referred to in the previous paragraph on condition that the customer notifies the supplier within a reasonable period of time of the infringement and affords the supplier full control over the defence and negotiations related to any infringement.

12. If the customer can no longer use any results derived from the services commissioned by customer because it infringes the intellectual property rights of third parties, the supplier will acquire an unrestricted licence at its own expense for the benefit of the customer, without prejudice to the customer’s right to compensation for the damage suffered by its members.

Article 22 – Indemnification and accuracy of information

1. The customer itself will be responsible for the accuracy, reliability and completeness of all data, information, documents and/or records, in whatever form, which it provides to the supplier in the context of an agreement, as well as for the data which it has obtained from third parties and which have been provided to the supplier for the performance of the service.

2. The customer will indemnify the supplier against any liability arising from failure to fulfil its obligations or failure to fulfil its obligations in respect of the timely provision of all accurate, reliable and complete data, information, documents and/or records.

3. The customer will indemnify the supplier against all claims by the customer and third parties engaged by or working under the customer, as well as by the customer’s customers, based on the failure to obtain (on time) any subsidies and/or approvals necessary in connection with the performance of the agreement.

4. The customer will indemnify the supplier against all claims of third parties arising from the services provided for the customer, including but not limited to intellectual property rights on the data and information provided by the customer that may be used in the performance of the agreement and/or the actions or neglect of the customer in relation to third parties.

5. If the customer provides electronic files, software or information carriers to the supplier, the customer guarantees that these will be free of viruses and defects.

Article 23 – File management, inspection and/or right of use

1. The supplier will keep a file of the customer’s employees, whom it examines and/or otherwise maintains contact with as part of the agreed services, and where applicable a medical and/or occupational health file.

2. The processing of all personal data, of a medical nature or otherwise, which form part of these records of the supplier, is subject to a privacy statement in accordance with the General Data Protection Regulation (Algemene Verordening Gegevensbescherming or AVG/GDPR). If no separate privacy regulations are available, the corresponding regulations are incorporated in the quality regulations of the legal person or persons and company or companies belonging to the supplier.

3. Only the employee or the customer in the role of a natural person, not being an employer, has the right to inspect this file, in addition to the supplier. The customer in the role of employer may only have access to the file if it derives this power from a written authorisation granted by the employee specifically for the situation in question or a statutory regulation.

4. The expert(s) provided by the supplier will only be entitled to disclose information about the employee to the customer if the customer has been authorised to do so by the employee concerned or is permitted to disclose such information by virtue of professional regulations.

5. The customer will have full and free access to the results of an assignment, as provided by the supplier to the customer, with the exception of results concerning personal privacy as described in the supplier’s privacy statement. If confidentiality has been agreed with regard to non-private information/ results, the customer’s right will be exclusive for the period during which the supplier is obliged to maintain confidentiality, subject to the provisions of the following sentence. During the period in which the supplier is obliged to maintain confidentiality, the supplier has the right to use the results of the assignment or services exclusively for itself.

6. If the agreement is or will be terminated, the customer may – at the fee for each employee file in accordance with the supplier’s applicable rates – request the supplier to transfer the file to another similar service provider, subject to the employee’s prior written consent.

Article 24 – Complaints

1. The supplier has a procedure for identifying complaints and compliments between the parties (at an early stage), so that possible corrective measures can be implemented and the careful processing of these complaints and compliments can be guaranteed. The reference to it and its application for the purpose of submitting complaints and compliments by customer and its employees (submitter) will be arranged in a separate working arrangement.

2. If different complaint handling regulations or procedures are available to a business unit or legal entity and/or company belonging to the supplier, this will prevail over the general handling procedure referred to under paragraph 1 of the aforementioned general handling procedure.

3. The complaint or compliment does not have to be handled by the supplier if it relates to behaviour and/or a statement that transpired more than one (1) year before the complaint or compliment was submitted.

4. The complaint or compliment should be processed by the supplier within a period of eight (8) weeks from receipt of the complaint or compliment.

5. If deemed relevant, the submitter will be informed in writing of the findings of the investigation into the complaint or compliment, as well as of any further action taken or to be taken on the basis of these findings.

6. The parties will attempt to reach a joint solution.

Article 25 – Applicable law

1. The legal relationship between the supplier and the customer is governed by Dutch law.

2. The supplier reserves the right to adjust these general terms and conditions and will inform the customer accordingly.

3. In the event these general terms and conditions are translated, the Dutch version will prevail.

4. The parties agree that they will endeavour to resolve disputes arising from the agreement or any agreement(s) and/or arrangements based thereon through negotiation. If, in the first instance, the parties fail to reach a joint solution through negotiation, they will attempt to resolve the dispute arising between them by means of mediation in accordance with the rules of the Rotterdam-based Netherlands Mediation Institute (Stichting Nederlands Mediation Instituut or NMI), as they read on the starting date of the mediation.

5. If the other party is unwilling or unable to cooperate in the mediation process as referred to in the preceding paragraph or if it has proved impossible to resolve a dispute as referred to above by means of mediation, each of the parties will have the option of submitting the dispute to the competent district court in Haarlem, North Holland.

Schiphol, 1 October 2024