Terms

1. Scope of application

1.1. These General Terms and Conditions apply to all offers, assignments and other agreements between Employor and the Client concerning payrolling services.

1.2. Any procurement or other conditions applied by the client do not apply and are explicitly rejected by Employor.

1.3. Agreements deviating from these General Terms and Conditions only apply if Parties agreed in writing. Such differing agreement apply only for assignments or other agreements to which they are declared to apply.

2. Definitions

Assignment: the agreement between the Client and Employor of which Employor, at the request of the Client, concludes an employment contract with a Payroller. The Payroller is placed exclusively with the client by Employor.
Assignment for a definite period: the assignment pursuant to which an employment contract for a definite period is concluded with a Payroller.
Assignment for an indefinite period: the assignment pursuant to which an employment contract for an indefinite period is concluded with a Payroller.
Client: every natural person or legal entity with whom/which Employor concludes an assignment or other agreement or to whom/which Employor makes an offer.
Client rate: the rate owed by the Client to Employor in respect of the assignment carried out for the service to be provided on the basis of the assignment, exclusive of VAT.
Confidential information: information classified as such by the disclosing party and information which the recipient knew or should have reasonably known to be of a confidential nature.
Employment contract: a payroll agreement as referred to in Article 7:692 of the Dutch Civil Code.
Employor:
– Employor I B.V., a private limited liability company, having its registered office and maintaining a place of business at Herengracht 500, (1017 CB) Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 34308967;
– Employor II B.V. a private limited liability company, having its registered office and maintaining a place of business at Herengracht 500, (1017 CB) Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 70880565, and
– Employor III B.V., a private limited liability company, having its registered office and maintaining place of business at Herengracht 500, (1017 CB) Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 80275303.

Fully or largely predictable working times: the working times as referred to in Article 7:655(6) (i) (1°) of the Dutch Civil Code.
Fully or largely unpredictable working times: the working times as referred to in Article 7:655(6) (i)(2°) of the Dutch Civil Code.
In writing: set down in writing or exchanged by means of (an) electronic message(s) such as via e-mail.
Mandatory training: training that is necessary in order to (continue to) perform the agreed assignment, as referred to in Article 7:611(a)(2) of the Dutch Civil Code.
Offers: all legal actions aimed at the realization of assignments or other (framework) agreements, including proposals, offers and price quotations.
Placement: the placement of payrollers for the purpose of performing work pursuant to an assignment, under the management and supervision of the Client in observance of these terms and conditions.
Payroller: every natural person recruited and selected by the Client, who is placed exclusively with the client by Employor for the purpose of performing work under the management and supervision of that Client on the basis of a payroll agreement.
Reference days and times: the days and hours for which the employee can be required to perform work, as referred to in Article 7:655(6)(i)(2°) of the Dutch Civil Code.
Services: Employor’s services aimed at the placement of payrollers.
Terms of employment: the terms of employment as referred to in Section 8a of the Placement of Personnel by Intermediaries Act (WAADI). Pursuant to this article, payrollers are entitled to at least the same terms of employment that apply to employees who are employed in the same/equivalent positions in the employment of the client. The (sectoral or company) collective labour agreement and/or terms of employment applicable at the client apply in an equal manner to the payroller. If the client does not have employees in an identical/equivalent position as the payroller, the payroller will be entitled to at least the same terms of employment as those that apply to employees in identical/equivalent positions in the professional or business sector in which the client operates.
WAADI: the Placement of Personnel by Intermediaries Act.‍

3. Registering payrollers and work procedure

3.1. The Client registers the payroller with Employor by correctly completing Employor’s client intake form.

3.2. Employor reserves the right not to handle a client intake form and therefore not conclude an employment contract with the Payroller.

3.3. The Client ensures that Employor is fully informed of the payroller’s employment history with the client or an affiliated company before the Employment Contract is concluded. If the Client provides incorrect and/ or incomplete information concerning the Payroller’s employment history, the Client will reimburse to Employor all losses sustained and/or to be sustained by Employor as a result of that incorrect and/or incomplete information.

3.4. Prior to registration, the client will be obliged in accordance with the provisions of clause 18 of these terms and conditions to check the original proof of identity of the payroller for authenticity and validity. The identity of the payroller must also be checked.‍

4. Conclusion, term and end of the assignment

4.1. The assignment or other agreement is concluded in writing or confirmed by Employor in writing. This finalizes the assignment.

4.2. Only assignments for a definite period are concluded, unless agreed otherwise in writing.

4.3. Assignments for a definite period are terminated by law through the expiry of the agreed term or through the occurrence of an objectively definable event determined in advance. Assignments for a definite period cannot be terminated prematurely unless otherwise agreed in writing.

4.4. The client will notify Employor no later than two months before the end of the assignment for a definite period, whether and, if so, for what term and under what other conditions it wishes to renew the assignment.

4.5. If the Client and Employor have agreed upon an assignment for an indefinite period or an assignment for an indefinite period exists due to legal obligations, the following will apply:

A. The Assignment may only be terminated if the statutory rules for dismissal have been satisfied.

B. If Employor must file a petition with the sub-district court to dissolve the employment contract or must request permission for dismissal from the Employee Insurance Administration Agency (UWV), the Client must fully cooperate with Employor in that regard. The Client must provide all information and documentation that are relevant to the termination of the Employment Contract. The mandatory information includes data such as meeting reports, financial data, and data on the Client’s workforce.

C. As long as the statutory conditions for dismissal have not been satisfied, the assignment will continue until Employor is able to terminate the underlying Employment Contract with the Payroller in a legally valid manner. A legally valid manner includes termination of the employment contract with the consent of both sides, approval by the UWV and dissolution by the subdistrict court.

D. In the event a redundancy plan or some similar arrangement applies at the Client, the Client will notify Employor thereof on time. This redundancy plan also applies to the Payroller and any costs that arise from this for Employor will be charged to the Client.

E. Assignments for an indefinite period must always be terminated in writing with due observance of the applicable notice period as referred to in Article 7:672 of the Dutch Civil Code plus one month.

4.6. In the event Employor owes the payroller a transition payment as a result of the end of the employment contract, this payment will be charged to the Client. If Employor owes the payroller (a) different statutory or other payment(s), such as a fair compensation or (severance) payment or reassignment process on the basis of a redundancy plan, this amount will be charged to the Client.

4.7. Every assignment may be terminated with immediate effect, with no notice period, by the other party if:

the other party is in default and the other party’s failure justifies termination.
the other party is taken over in whole or in part and this takeover justifies the termination.
the other party has been liquidated,
the other party has been declared insolvent or has submitted a petition to that effect, or
the other party has been granted a suspension of payment or has applied for a suspension of payment.

4.8. The party that gives notice of termination pursuant to this article is not liable to pay compensation towards the other party in connection with this termination. All Employor’s claims become immediately due and payable as a result of the termination.

4.9. Provisions that by their nature are intended to continue after the end of the assignment, such as the provisions concerning payment, liability, intellectual property, confidentiality, privacy, and applicable law remain in effect after the end of the assignment.

5. Performance of the assignment

5.1. Employor will make efforts to carry out the assignment and/or other agreement properly, in observance of the requirements of best practices and the applicable regulatory environment.

5.2. The client shall provide Employor with all the required information on time and shall provide Employor with all assistance that can reasonably be required to enable Employor to carry out the assignment and/or the other agreement properly, in observance of the requirements of best practices and the applicable regulatory environment.

6. Working hours and working times of payrollers

6.1. With the assignment, agreements are reached on the working hours and the working times. If the payroller has fully or largely unpredictable working times, the Client will inform Employor on the payroller’s reference days and times. The payroller’s working times, breaks and rest times are the same as the relevant customary times and hours at the client. The client guarantees that the working hours of payrollers and their working and rest times comply with the Dutch statutory requirements. The client will ensure that the payroller does not exceed the working times permitted by law and working hours agreed barring occasional overtime.

6.2. The client will set the payroller to work for the full number of working hours agreed with Employor. If the client temporarily has less or no work for the payroller or is unable to deploy the payroller, the Client remains liable for the full monthly Client Rate for the remaining term of the assignment.

6.3. The Client will deploy the payroller at the agreed working times, or if the Payroller has fully or largely unpredictable working times, within the agreed reference days and times.

6.4. Employor may at any time propose to the client that the working hours and/or working times agreed upon in connection with the assignment is adjusted if this is necessary in connection with regulations and/or a request from the payroll employee. The client will not reject this proposal without a valid reason.

6.5. In the event the payroller is entitled to an increase in the number of working hours as a result of an act or omission on the part of the client, the number of working hours agreed with the client will be adjusted accordingly. The adjustment may be applied retroactively. The Client owes the client rate in respect of the adjustment from the start of the change.

6.6. The payroller’s holiday and leave are determined by agreement between the client and the payroller. The client will enable the payroller to take holiday and leave with due observance of the law and the terms of employment.

6.7. The client will give the payroller the opportunity to follow training offered to them by law and/or in accordance with the working conditions regulations. Mandatory training must take place during working hours as far as possible.

6.8. The client will give the payroller the opportunity to interrupt the work if and in as far as the payroller is entitled to claim this under the provisions of the Working Hours Act and/or the Working Conditions Act.

6.9. On entering into the assignment and during the term of it, the client will inform Employor of any company closures mandatory collective days off and public holidays or special holidays during the term of the assignment.

7. Remuneration payrollers

7.1. Pursuant to the provisions of Section 8a of WAADI, the payroller is entitled to the terms of employment that apply at the client.

7.2. The client will always fully inform Employor in writing, in time of the contents of the terms of employment. The same applies to interim changes to the terms of employment.

7.3. The job and/or the remuneration may be changed during the assignment if the Payroller has a reasonable claim to this change pursuant to regulations and/or the applicable terms of employment. If the change results in higher remuneration, Employor will correct the payroller’s remuneration and the Client’s rate accordingly.

7.4. Employor arranges the payroller’s payment as well as the payment of the due payroll taxes. The client shall not pay the payroller any remuneration or provide the employee with any benefits without Employor’s consent. If the client pays the payroller remuneration or provides the payroller with benefits, the client bears responsibility for the deduction of all payroll taxes due for that remuneration or those benefits. The Client will pay Employor compensation for all damages that it suffers as a result of remuneration or benefits paid by the Client to the Payroller without Employor’s consent. The Client indemnifies Employor against claims in that regard by the payroller or third parties, including the Tax and Customs Administration.

8. Good performance of management and supervision of payrollers

8.1. In the performance of management and supervision, the client will treat the payroller in the same careful manner as required of it with respect to its own staff.

8.2. The client must report circumstances that could influence the continuation of the placement to Employor at the earliest opportunity.

8.3. Without Employor’s prior written consent, the client is not permitted to place the payroller with a third party in order to perform work under the management and supervision of that third party. A third party includes a natural person or legal entity with which the client is affiliated in a group.

8.4. The client may only place the payroller at variance with the provisions of the assignment, the terms and conditions and/or the other agreement if Employor and the payroller have consented to this in writing in advance.

8.5. The Client will not place the payroller outside the Netherlands without Employor’s prior written approval. If Employor grants permission for the placement abroad, it is subject to the following conditions below:

the placement abroad is permitted;
the requirements that apply to the proposed placement abroad are met;
the Client has notified Employor of the proposed placement abroad at least 14 calendar days prior to the commencement of the work abroad;
the client takes out sound travel insurance for the benefit of the payroller, which also covers business travel;
the work abroad will be performed by the payroller under the management and supervision of the client;
the payroller has consented to the placement in writing.
Employor may attach further conditions to its consent.

8.6. The client may issue business assets to the payroller within the context of the payroller’s performance of the activities. In the event the client provides business assets to the payroller, the client shall provide for adequate insurance of the business assets and of the payroller, as the user of these. Employor is not liable for damage caused by the payroller to or with the business assets, or arising from incorrect or excessive use of the business assets.

8.7. Employor is not liable to the client for damage suffered by the client, third parties or the payroller himself arising from the acts or omissions of the payroller.

8.8. The client indemnifies Employor against all claims against Employor as the formal employer of the payroller by third parties or the Payroller.

9. Working conditions of payrollers

9.1. The client declares that it is aware of the fact that it is deemed to be the employer pursuant to the Working Conditions Act.

9.2. The Client must inform the Payroller and Employor on the Hazard Identification and Risk Assessment (RIE) that applies at the Client.

9.3. The client is responsible towards the payroller and Employor for compliance with the obligations arising from Article 7:658 of the Dutch Civil Code, the Working Conditions Act and the related regulations in relation to safety at the workplace and good working conditions in general. If the payroller performs work from home, this provision also applies to the ‘home office’.

9.4. In the event the payroller sustains damage during the performance of the work for or participation in the activities of the client, the client will inform Employor thereof as soon as possible. The client must draw up a written report of the incident and provide it to Employor. If required by law, the client shall also notify the competent organizations of the incident without delay. In the aforementioned report, the cause of the incident shall be recorded in such a way that whether and the extent to which the damage is a result of the fact that insufficient measures were taken to prevent the damage can be deduced from this with a reasonable degree of certainty.

9.5. The client shall compensate the payroller for all damage that the payroller suffers in the performance of the work for or participation in the activities of the client, if and in as far as the client and/or Employor is/are liable for this pursuant to Article 7:658, Article 7:611 and/or Article 6:162 of the Dutch Civil Code.

9.6. If a workplace accident results in the death of the Payroller, the client shall pay compensation for the damage, in compliance with the provisions of Article 6:108 of the Dutch Civil Code, to the persons referred to in that Article.

9.7. The client indemnifies Employor against all claims against Employor as the employer of the payroller by the payroller or the persons referred to in paragraph 6 of this Article in relation to the damages referred to in that Article and will reimburse all reasonable costs incurred by Employor in relation to this.

10. Client Rate

10.1. The monthly Client rate is determined by Employor’s monthly fee increased by the Payroller’s gross salary, holiday allowance, any expense and other allowances and/or bonuses. VAT will be charged on all amounts charged. The parties make written agreements before the start of the assignment concerning which remuneration elements of the terms of employment are included in the monthly client rate.

10.2. The monthly client rate is based on the agreed number of working hours. The monthly client rate also applies if the payroller did not actually perform work, for example as a result of holiday, leave, illness or the fact that there is no work available for the payroller at the client.

10.3. If at any time during the assignment, the terms of employment change, Employor will redetermine the payroller’s remuneration and the rate for the remaining term of the assignment on the basis of the information provided by the client.

10.4. Employor is entitled to adjust the client rate during the term of the assignment, insofar as necessary with retroactive effect, in case of:

an increase in the actual or expected costs as a result of (a change to) the terms of employment and/or the wages regulated therein, and/or
an increase in the actual or expected costs resulting from (changes to or as a result of) the regulatory environment, including social and tax laws and regulations and their implementation or any binding regulation, and/or
an increase in the actual or expected costs in connection with expenditure to be made and/or provisions to be made by Employor for sick leave, inactivity and/or departure of payrollers.

10.5. Employor has the right to increase its rates in week 1 of each year on the basis of the Statistics Netherlands (CBS) index of hourly CLA wages, including special remuneration for employees in the professional services sector (SBI 2008 M-N Professional services).

10.6. The client will be notified of every change in the fees at the earliest opportunity.

11. Employment payrollers by the client

11.1. The client may establish an employment relationship with the payroller.

11.2. A client intending to contract an employment relationship with a payroller must notify Employor of this in writing in a timely manner. The Client is aware of the statutory regulations concerning successive employership and accepts all obligations arising from these.

12. Obligations relating to the Placement of Personnel by Intermediaries Act (WAADI)

12.1. Pursuant to Section 7a of the WAADI, Employor is registered with the Dutch Chamber of Commerce as a company that places personnel.

12.2. The client explicitly declares that it is familiar with Article 8b of the WAADI. The client is required to grant the payrollers placed with it access to the business facilities or services in its company equal to the access granted to the employees in the service of its company in identical or equivalent jobs.

12.3. The client explicitly declares that it is familiar with Article 8c of the WAADI. The client is required to clearly notify the payrollers placed with it of vacancies arising in its company in a timely manner.

12.4. The client explicitly declares that it is familiar with Article 10 of the WAADI. Employor is not permitted to place payrollers with the (part of the) client’s company in which a strike, lock-out or occupation is in progress. The client shall inform Employor in a timely manner of (expected) collective actions organized by the trade unions or unorganized collective actions, in any event including strikes, lock-outs or occupations.

12.5. The client explicitly declares that it is familiar with Article 12a of the WAADI. The client is obliged to provide Employor prior to the start of the placement with written information concerning the terms of employment as referred to in Section 8a of the WAADI.

13. Invoicing and Payment

13.1. Employor determines the invoicing frequency if no agreements were made between the parties. Invoices are offered by means of an electronic message in a format and layout to be determined by Employor.

13.2. If the client makes use of a third party to deliver the invoice, and the invoice is sent to that third party, the Client is responsible for the correct receipt of the invoice.

13.3. The client is required to settle all Employor’s invoices within 7 calendar days of the invoice date, unless otherwise agreed in writing. The invoice is paid if and as soon as Employor receives the amount due.

13.4. Only payments to Employor or to a third party designated by Employor in writing serve for the purpose of discharge for settlement. Payments by the client to a payroller, under any title whatsoever, are non-binding in respect of Employor and cannot provide grounds for debt repayment or settlement.

13.5. If an invoice is not paid within the term referred to in paragraph 3, the client is legally in default from the first day following the expiry of the payment term and owes interest on the outstanding amount at a rate of 1% per calendar month. If the statutory commercial interest rate is higher, that rate applies. The copy of the sent invoice serves as full proof for the date on which the calculation of the interest begins.

13.6. If the client contests part or all of the invoice, it must report this to Employor in writing within seven calendar days of the invoice date, with a detailed statement of the reasons. Contesting the invoice does not relieve the client of its payment obligation.

13.7. The client is not authorized to settle the invoice amount with any counter-claim, warranted or otherwise, and/or to suspend payment of the invoice, regardless of whether it contests this.

13.8. Employor has the right to check the creditworthiness of the client and its affiliated companies.

13.9. Employor may request surety for both existing and future obligations, and advances for future payment obligations, if Employor so wishes and in any event if the client fails to perform any payment obligation.

13.10. If the Client does not provide the requested surety within the term set by Employor, the client is in default without notice of default being required for that purpose and Employor has the right to suspend the compliance with its obligations pursuant to all assignments and/or other agreements with the client or to terminate all assignments and/or other agreements with the client with immediate effect, without being liable for damages in respect of the client and in connection with this suspension or termination. All Employor’s claims become immediately due and payable as a result of the termination.

13.11. All judicial and extrajudicial collection and other costs that Employor incurs as a result of the client’s non-compliance with its obligations pursuant to this Article shall be borne by the client in full. The compensation for extrajudicial costs is fixed at 15% of the principal due, inclusive of VAT and interest (with a minimum of €250 per claim), unless Employor has demonstrably incurred higher costs. The fixed remuneration shall always become payable by the client as soon as the client is in default and will be charged without further evidence.

13.12. If the assignment is contracted with more than one client, all clients are jointly and severally liable for compliance with the obligations pursuant to this article, regardless of the name on the invoice.

14. Liability on the part of Employor

14.1. Every liability of Employor arising from the assignment and/or other agreement concerning the placement of a payroller is limited per incident to the rate to be charged pursuant to these terms and conditions, the assignment and/or other agreement for the term of the assignment, with a maximum of 3 months. All liability of Employor is limited to € 50,000 (fifty thousand euros) per year. A series of related incidents applies as a single incident for the purpose of application of this article.

14.2. Any liability of Employor for consequential loss or other damage and indirect loss, including loss of earnings, missed savings, damage through stagnation of business operations, penalties, damage through loss of or damage to data or reputational damage is excluded in all cases.

15. Insurance

15.1. As far as possible, the client and Employor shall satisfactorily insure themselves against liability on the grounds of the provisions of these terms and conditions. The client shall provide proof of the insurance at Employor’s request.

16. Intellectual property

16.1. The client indemnifies Employor against all third-party claims in connection with an alleged infringement of the (intellectual property) rights of those third parties to the materials made available by the client to Employor or the payroller as part of the offer, assignment or other agreement.

16.2. The intellectual property rights in respect of the results of the work performed by the payroller are vested in the client if and to the extent that this is provided for by law. At the client’s request, Employor will arrange for the payroller to sign a written declaration, in as far as necessary and possible, in order to facilitate or at least promote the accrual or transfer of all intellectual property rights to the results of the payroller’s work to the client.

16.3. The client is free to contract an agreement directly with the payroller or to present him with a declaration for signature in relation to the intellectual property rights as referred to in paragraph 2. The client will inform Employor of its intentions and will provide a copy of the relevant agreement/declaration to Employor.

17. Intellectual property

17.1. Employor and the client will not provide third parties with any confidential information on or concerning the other party, its activities, and its business relations of which they have become aware in connection with an assignment and/ or agreement. Disclosure of confidential information is permitted as far as that information is necessary for a proper performance of the assignment or if parties are subject to a statutory disclosure obligation.

17.2. Employor imposes a general confidentiality obligation on its employees. The Client is free to impose a duty of confidentiality on the Employee directly. The Client must inform Employor of its intention to do so and must provide Employor with a copy of the statement/Agreement.

17.3. Employor cannot guarantee compliance with any confidentiality obligation by the payroller and is not liable for any fine, judicially imposed penalty or damage suffered by the client as a result of a breach of the confidentiality obligation by the payroller. The client shall indemnify Employor against third-party claims relating to failure on the part of the payroller to comply with any confidentiality obligation.

18. Client verification and retention obligation

18.1. The client declares that it is familiar with the laws and regulations concerning the verification of the identity of employees. The client itself is required to:

verify the identity of the payroller and, to that end, shall conduct a careful check of an original identity document, as referred to in Sections 1(1), (2) and (3) of the Compulsory Identification Act;
if the payroller is an foreign national within the meaning of the Foreign Nationals Employment act, the client will share a copy from identity document, as referred to in Sections 1(1), (2) and (3) of the Compulsory Identification Act;
determine whether the payroller is authorized to perform work in the Netherlands; and
include a copy of the identity document in its administration.

18.2. Employor is not responsible for or liable for any fines imposed on the client within the context of the Foreign Nationals (Employment) Act.

19. Prevention of discrimination

19.1. When concluding and performing the assignment or other agreement, in particular the assignment to place payrollers, the client and Employor will impose and take into account only requirements relevant to the position. The client and Employor will make no prohibited distinction on the grounds of religion, faith, political views, gender, race, nationality, sexual orientation, civil status, handicaps, chronic illness, age or on any other grounds.

20. Employee participation

20.1. The client declares that it is aware of its obligations pursuant to the Works Councils Act (hereinafter: (WOR). The client guarantees that at the time when an assignment or other agreement is contracted it complied with its obligations pursuant to the WOR.

20.2. The client shall timely notify the employee participation body installed for its company of the (expected) placement of payrollers in its company.

20.3. After working for the client for a period determined by law, payrollers will acquire employee participation rights at the client. The client is required to give the payroller who is a member of an employee participation body of Employor or of the client an opportunity to exercise the employee participation rights in accordance with the laws and regulations. If the payroller exercises employee participation rights in the client’s company, the client also owes the full client rate if the payroller performs work or follows a training course during working hours in connection with the performance of employee participation work.

21. Privacy

21.1. Personal data and in particular those of payrollers are exchanged on a regular basis within the context of the assignment or other agreement. The client and Employor are obliged to treat these data confidentially and in accordance with the General Data Protection Regulation (GDPR) and related laws and regulations.

21.2. The client shall not require any data from Employor that Employor is not permitted to provide nor collect pursuant to applicable laws and regulations. The client is responsible for the further processing of the data provided to it by Employor.

21.3. The client is responsible for ensuring that personal data are provided to Employor only if and as far as the client has the right to do so and has a legal basis for doing so, such as having obtained the necessary consent from the persons concerned.

21.4. The client indemnifies Employor against all claims from payrollers or other third parties against Employor in connection with a breach by the client of the provisions in this article and will reimburse the related costs incurred by Employor.

22. Economic sanctions

22.1. The client declares that its company, its possible subsidiaries and its board members and employees are not included in sanctions lists and were also never the subject of claims, proceedings or investigations in connection with economic sanctions. The client guarantees that it and its possible subsidiaries do not act in contravention of economic sanctions and are not involved either in activities as a result of which Employor or Employor’s employees act in contravention of economic sanctions. The client guarantees that the funds paid to Employor do not originate from activities that conflict with economic sanctions.

23. Applicable law and choice of forum

23.1. These general terms and conditions, assignments and/or other agreements are governed by Dutch law. All disputes arising from or relating to a legal relationship between the parties will be settled in the first instance exclusively by the competent court of the District Court of Amsterdam or a court that is competent under or pursuant to the law, such to be decided by Employor.

24. Final provision

24.1. If one or more provisions of these terms and conditions are null and void or are nullified, the assignment, the other agreement and these terms and conditions shall remain in effect in other respects. The provisions that are not legally valid or which cannot be applied in law shall be replaced by provisions that, as far as possible, are consistent with the content of the provisions to be replaced.

24.2. Employor has the right to transfer its rights and obligations pursuant to the assignment, the other agreement and these terms and conditions to a third party. Unless otherwise agreed in writing, the client is not permitted to transfer its rights and obligations pursuant to the assignment, the other agreement and these terms and conditions to a third party.

24.3. In the event of exceptional (foreseen or unforeseen) circumstances, such as changes in the regulatory environment, Employor has the right to adjust or terminate the assignment or other agreement with immediate effect if, in view of these exceptional circumstances, Employor cannot reasonably be required to allow the assignment or other agreement to continue under the same conditions.

‍