INTRODUCTORY PROVISIONS
INTRODUCTORY PROVISIONS
Article 1. Scope
1.
These General Terms and Conditions of MVPeople B.V. and MVProfessionals B.V. (hereinafter: “General Terms and Conditions”) apply to all offers, services, quotations and agreements with MVPeople B.V. and MVProfessionals B.V., as well as to negotiations with MVPeople B.V. and MVProfessionals B.V., hereinafter jointly referred to as “MVPeople”.
2.
A Client who has entered into an agreement with MVPeople to which these General Terms and Conditions have been declared applicable is deemed to have agreed, tacitly, with the applicability of these General Terms and Conditions to any subsequent negotiations or agreements.
3.
The applicability of any general terms and conditions of the Client is expressly rejected by MVPeople.
4.
Insofar as the search assignment (“Search Assignment”) or agreement contains provisions that conflict with these General Terms and Conditions, the provisions of the agreement shall prevail.
5.
Deviations from these General Terms and Conditions shall only be valid if agreed in writing in advance by MVPeople and the Client.
6.
Should any provision of these General Terms and Conditions or the agreement be null or void, or be annulled, the remaining provisions shall remain in full force and effect.
7.
MVPeople is entitled to amend these General Terms and Conditions. The Client shall be deemed to have accepted any amendment if the Client does not lodge a written objection within five (5) working days after MVPeople has notified the changes.
Article 2. Definitions
In these General Terms and Conditions, the following terms shall have the meanings set forth below:
1.
General Terms and Conditions: these General Terms and Conditions.
2.
Independent Contractor Mediation (ZZP): the agreement whereby MVPeople introduces an independent contractor (ZZP’er), acting in the exercise of his business or profession, to the Client to perform work independently.
3.
Collective Labour Agreement for Temporary Agency Workers: the collective labour agreement applicable to agency workers.
4.
Secondment: the agreement whereby MVPeople makes a natural person available to the Client to perform work under the Client’s supervision and control.
5.
Services: the services offered by MVPeople, such as Secondment, Recruitment & Selection, Independent Contractor Mediation (ZZP), including the activities under the (search) assignment.
6.
Seconded Employee: the natural person made available by MVPeople to the Client under (the agreement for) Secondment.
7.
Affiliated Company: any natural or legal person, partnership, general partnership, cooperative, or limited partnership directly or indirectly connected to the Client. This includes, but is not limited to, companies belonging to the same group or concern as the Client, the Client’s participations and joint ventures, and other parties with which the Client has entered into a partnership or with which the Client jointly undertakes a project.
8.
Candidate: the natural person or legal entity registered with MVPeople (or to be registered) with a view to performing work through MVPeople’s Services.
9.
Client: any natural or legal person, partnership, general partnership, cooperative, or limited partnership that has given a Search Assignment, intends to do so, or has entered into an agreement with MVPeople.
10.
Agreement: the (written) contract or confirmation of assignment between the Client and MVPeople, in which MVPeople sets out the specific terms and conditions— including the type of Service—under which a Candidate, Seconded Employee, or independent contractor (ZZP’er) will perform work for the Client.
11.
Independent Contractor (ZZP’er): the Candidate who, via MVPeople, performs work for the Client based on a contract for services, acting as a self-employed professional in the exercise of his business or profession.
SECONDMENT
Article 3. Formation of the (Secondment) Agreement
1.
The secondment agreement between MVPeople and the Client is formed when MVPeople provides a written confirmation of the Agreement (or assignment confirmation) to the Client and the Client signs it.
2.
If the Client has not yet signed the Agreement, the secondment agreement is nevertheless deemed to have been concluded if the actions of the Client and/or the Candidate/Seconded Employee demonstrate that performance under the Agreement has commenced.
Article 4. Content of the (Secondment) Agreement
1.
The secondment agreement entails making the Seconded Employee available to the Client to perform work under the Client’s supervision, direction and responsibility.
2.
The duration, fee and further conditions of the secondment, as well as the necessary information regarding the Seconded Employee, are agreed and recorded in the Agreement (or assignment confirmation).
3.
MVPeople shall endeavour, insofar as the Client so requests, to ensure that the Seconded Employee complies with internal regulations, including house rules and instructions, insofar as this can reasonably be expected of the Seconded Employee. However, the provision in paragraph 1 of this article remains fully applicable.
4.
MVPeople may pass on to the Client any increase in wages, other employment conditions or allowances arising from any Collective Labour Agreement applicable to MVPeople or from the collective labour agreement in the sector in which the Seconded Employee is employed, and increase the rates accordingly. MVPeople also has the right to increase the fee if there is a change in legislation, a change in pension obligations and/or social charges.
Article 5. Timesheets and Hours Accountability
1.
The Seconded Employee records the number of hours worked (including overtime) in the system made available by MVPeople for this purpose. These timesheets, also known as work slips, shall be promptly approved by the Client, after which MVPeople shall invoice the Client based on the entries.
2.
The Client is required to ensure that the timesheets are entered correctly and on time by the Seconded Employee.
3.
The timesheets submitted by the Seconded Employee are binding on the Client, subject only to the Client’s right to provide counter-evidence.
4.
If the timesheets contain inaccuracies or are not (timely) approved by the authorised person at the Client, this shall be at the Client’s own risk and expense. The Client is liable for any damages resulting therefrom to MVPeople and/or third parties.
5.
If the Client refuses to approve the timesheets of the Seconded Employee and/or does not, within 14 days after the relevant work, provide MVPeople with a timesheet which, in the Client’s opinion, is correctly completed, MVPeople shall be entitled to determine the number of hours worked as binding, in accordance with the Seconded Employee’s submission or, failing such submission, in accordance with the agreed working hours of the Seconded Employee.
6.
MVPeople may at any time challenge the timesheets provided to it. Upon request, the Client shall promptly grant MVPeople access to its records. If MVPeople and the Client are unable
to reach agreement following MVPeople’s challenge of a timesheet, MVPeople is entitled to establish the number of hours worked as binding.
Article 6. Working Conditions and Liability
1.
The Client is deemed to be the employer of the Seconded Employee within the meaning of the Dutch Working Conditions Act (Arbeidsomstandighedenwet) and related legislation. The Client undertakes to allow the Seconded Employee to perform the work in accordance with legal requirements and to take such measures, and provide such instructions, as are reasonably necessary to prevent the Seconded Employee from suffering damage in the performance of the work.
2.
MVPeople excludes all liability vis-à-vis the Client for any damage, including, without limitation, personal injury and financial loss, however arising and in the broadest sense of the word, expressly including but not limited to damage suffered by the Seconded Employee or their successors (such as heirs or insurers) for which the Client is held liable, sustained in the performance of the work, during commuting or transport equal to transport under an employment contract, and for damage incurred in a situation or period sufficiently connected with the performance of the work that such damage should not reasonably be borne by the Seconded Employee.
3.
If the Client has the Seconded Employee perform work outside the Netherlands, any damage suffered by the Seconded Employee or their successors during or connected to the business trip shall be deemed to be damage incurred in a situation or period sufficiently connected with the performance of the work as referred to in the preceding paragraph. The Client is required to take out adequate insurance for this purpose, including coverage for medical expenses, repatriation and employer liability abroad.
4.
If the Client has the Seconded Employee perform work outside Europe, the Client is required to take out adequate insurance that provides coverage in cases where the Seconded Employee or their successors suffer damage, in the broadest sense, during the performance of the work or in a situation or period sufficiently connected thereto, such that this damage, under Dutch law or the applicable law of another state, is not borne by the Seconded Employee or their successors. The Client is obliged to do so because MVPeople cannot adequately insure these risks.
5.
MVPeople excludes all liability vis-à-vis the Client for any damage caused by acts or omissions of the Seconded Employee to the Client or third parties, expressly including, but not limited to, personnel of the Client.
6.
The Client shall indemnify MVPeople against all possible claims by third parties, expressly including, but not limited to, personnel of the Client and the Seconded Employee, as well as their successors (heirs or insurers), relating to alleged damage, on any basis whatsoever, in
the broadest sense, arising from or in connection with the Search Assignment or the Agreement. The Client shall reimburse MVPeople for all damage and/or costs related to such claims, including any legal costs.
7.
MVPeople accepts no liability for commitments entered into by the Seconded Employee that bind the Client or third parties.
8.
The general liability regime applicable to Secondment is further set out in Article 24 of these General Terms and Conditions.
Article 7. Replacement
1.
MVPeople is entitled, if agreed in writing, to provide a replacement Seconded Employee for the remaining duration of the assignment if the secondment is terminated during the term of the assignment.
2.
If the Agreement between MVPeople and the Seconded Employee does not include an agency clause, the Client and MVPeople may agree, in the event of temporary impediment of the Seconded Employee (for instance, due to illness), that MVPeople will temporarily make a replacement available. In that case, the secondment of the replacement Seconded Employee ends at the Client’s request once the temporary impediment of the original Seconded Employee has ended, and the secondment of the original Seconded Employee resumes, unless the parties agree otherwise in writing.
3.
MVPeople is at all times entitled to propose to the Client that a seconded Seconded Employee be replaced by another Seconded Employee while continuing the assignment, for reasons of MVPeople’s business policy or personnel policy, job retention, or compliance with applicable laws and regulations. The Client shall only reject such a proposal on reasonable grounds. The Client shall provide a written explanation of any rejection upon request.
4.
MVPeople is not in default and is not obliged to compensate any damage or costs to the Client if MVPeople is permitted to replace or reinstate a Seconded Employee but does not do so for whatever reason. In that case, the Client is also not required to pay the Client fee unless the cause for replacing or reinstating the Seconded Employee is attributable to the Client.
Article 8. Suspension of Work
1.
The Client is not entitled to temporarily suspend the work of the Seconded Employee unless otherwise agreed in writing.
2.
If it is agreed that the Client is entitled to temporarily suspend the work while maintaining the assignment and temporarily has no work or cannot deploy the Seconded Employee, the
Client shall not owe the fee for the duration of the suspension, provided that the Client demonstrates, at MVPeople’s request, that there is temporarily no work or the Seconded Employee cannot be deployed and MVPeople can successfully exclude its wage payment obligation to the Seconded Employee.
3.
If the Client is not entitled to suspend the work but temporarily has no work for the Seconded Employee or cannot deploy the Seconded Employee, the Client is required to continue paying MVPeople the fee for the duration of the assignment based on the last applicable or customary number of (overtime) hours per period (week, month, etc.).
Article 9. Work Abroad
1.
It is prohibited for the Client to have the Seconded Employee perform work outside the Netherlands or otherwise request or require them to go to a place outside the Netherlands in connection with the work, without prior written permission from MVPeople.
2.
The Client must, at MVPeople’s first request, immediately cause the Seconded Employee to return to the Netherlands.
Article 10. Confidentiality and Additional Arrangements with the Seconded Employee
1.
The Client is free to agree confidentiality with the Seconded Employee regarding confidential information about the Client, provided this is done in writing.
2.
The Client is free to make separate arrangements with the Seconded Employee regarding intellectual and industrial property rights to the results of the Seconded Employee’s work under the secondment.
Article 11. Termination of the (Secondment) Agreement
1.
In addition to Article 20 of these General Terms and Conditions regarding termination and dissolution of the (secondment) agreement, the following applies:
o
The Client must promptly inform the Seconded Employee of the termination of the secondment, regardless of the reason for termination or dissolution.
o
The (secondment) agreement ends automatically when the agreement between MVPeople and the Seconded Employee ends, regardless of the reason. MVPeople is not liable for damages and will, upon request, endeavour to provide a replacement. If a replacement is provided, a new (secondment) agreement arises.
o
If the termination is the result of circumstances relating to the person of the Seconded Employee, MVPeople will, if desired, endeavour to provide a replacement. If a replacement is provided, a new (secondment) agreement arises.
o
If the duration of the (secondment) agreement depends on a future event or the end of a specific project, or if the Client wishes to terminate the (secondment) agreement within the agreed probationary period, the Client must, if the end date is known, inform MVPeople immediately in writing and at the latest within 5 working days. Failure to give timely notice makes the Client liable for any damages suffered by MVPeople as a direct or indirect result.
Article 12. Prohibition of Hiring or Taking Over the Seconded Employee
1.
The Client and its Affiliated Companies may not, during the (secondment) agreement—including the period between the conclusion of the agreement and the commencement of the work by the Seconded Employee—enter into an employment agreement with the Seconded Employee or have the Seconded Employee perform work on any other basis, regardless of the nature, name, or content of the position. In case of a breach, the Client owes an immediately payable penalty equal to six gross monthly salaries, as estimated by MVPeople based on a full-time position, with a minimum of € 25,000.00. This does not affect MVPeople’s right to seek compensation for damages.
2.
The Client and its Affiliated Companies may only enter into an employment or other agreement with the Seconded Employee after the end of the (secondment) agreement if they pay MVPeople a fee. This fee depends on the duration of the (secondment) agreement and the number of hours worked, and is 30% of the hourly rate multiplied by the difference between 1,000 hours and the number of hours worked. The Client owes VAT on this fee. The fee is deemed a reasonable compensation within the meaning of Article 9a paragraph 2 of the Allocation of Labour through Intermediaries Act (Waadi).
3.
The parties may agree in writing to deviate from paragraph 2 for a particular secondment.
INDEPENDENT CONTRACTOR MEDIATION (ZZP)
Article 13. Formation of the Independent Contractor Mediation (ZZP) Agreement
1.
The independent contractor mediation agreement (ZZP mediation) between MVPeople and the Client is formed when MVPeople provides the Client with written confirmation of the Agreement (or assignment confirmation) and the Client signs it.
2.
If the Client has not (yet) signed the mediation agreement, it is nonetheless deemed to have been concluded if the actions of the Client and/or the Candidate/Independent Contractor (ZZP’er) show that performance under the Agreement has commenced.
Article 14. Content of the Independent Contractor Mediation (ZZP) Agreement
1.
The ZZP mediation agreement provides for the performance of an assignment for the Client by the ZZP’er, acting as a self-employed professional in the exercise of his business or profession, through the intermediation of MVPeople.
2.
The duration, fee and further conditions of the assignment are agreed upon and recorded in the ZZP mediation agreement (or assignment confirmation).
Article 15. Timesheets and Hour Accountability
Article 5 of these General Terms and Conditions applies mutatis mutandis to the ZZP mediation agreement whenever the parties agree on an hourly rate. In that case, wherever the term “Seconded Employee” is used in Article 5, it should be read as “ZZP’er”.
Article 16. Liability
1.
MVPeople excludes all liability vis-à-vis the Client for any damage caused by the actions or omissions of the ZZP’er to the Client or third parties, expressly including, but not limited to, personnel of the Client.
2.
The Client is obliged to indemnify MVPeople against all possible claims by third parties, expressly including, but not limited to, personnel of the Client, the ZZP’er, and their successors (heirs or insurers), relating to alleged damage arising on any basis whatsoever, in the broadest sense, from or in connection with the Search Assignment or the Agreement. The Client shall reimburse MVPeople for all damage and/or costs related to such claims, including any legal costs.
3.
By entering into a ZZP mediation agreement, MVPeople, the ZZP’er and the Client explicitly express their intention that the work is not performed under an employment contract or an agreement within the meaning of Section 7:690 of the Dutch Civil Code, and to avoid the creation of any statutory deemed employment relationship. As a result, neither MVPeople nor the Client is responsible for withholding and remitting wage or income tax or social security premiums.
4.
If MVPeople is confronted with claims by third parties, including but not limited to the Dutch Tax Authorities (Belastingdienst) and the Employee Insurance Agency (UWV WERKbedrijf), as a result of the manner in which the Client and the ZZP’er actually perform the ZZP mediation agreement, the Client shall indemnify MVPeople for such claims. The Client shall reimburse MVPeople for all damage and/or costs related to such claims, including any legal costs. Furthermore, the Client must, upon first request and immediately, provide all necessary cooperation, including providing information and documents, in defending against such claims.
5.
If there is any change in the way the Client and the ZZP’er actually perform the ZZP mediation agreement, the Client must notify MVPeople of this change within three (3) days.
6.
The liability regime applicable to ZZP mediation is further set out in Article 24 of these General Terms and Conditions.
Article 17. Termination of the ZZP Mediation Agreement
In addition to Article 20 of these General Terms and Conditions regarding termination and dissolution of the ZZP mediation agreement, the following applies:
•
The Client must promptly inform the ZZP’er of the termination of the ZZP mediation agreement, regardless of the reason for termination or dissolution.
•
The ZZP mediation agreement ends automatically when the agreement between MVPeople and the ZZP’er ends, regardless of the reason. MVPeople is not liable for damages. MVPeople will, upon request, endeavour to provide a replacement.
•
If the duration of the ZZP mediation agreement depends on a future event or the end of a particular project, the Client must immediately, and no later than five (5) working days after the end date becomes known, inform MVPeople in writing.
Article 18. Prohibition of Taking Over the Candidate
1.
It is prohibited to enter into an employment or other agreement with the Candidate/ZZP’er during the (secondment) agreement (including the period between the conclusion of the agreement and the start of the work), regardless of the nature, name or content of the function. In case of a violation of this paragraph, the Client owes an immediately payable penalty equal to six monthly fees (as estimated by MVPeople B.V. and MVProfessionals B.V.), with a minimum of € 15,000.00. This does not affect MVPeople’s right to claim damages.
2.
The Client and any Affiliated Companies may only enter into an employment or other agreement with the Candidate/ZZP’er after the end of the (secondment) agreement if they pay a fee to MVPeople B.V. or MVProfessionals B.V. The amount of this fee depends on the duration of the (secondment) agreement and the number of hours worked, and amounts to 30% of the hourly rate multiplied by the difference between 1,000 hours and the number of hours worked, with a minimum of € 15,000.00 (exclusive of VAT). This fee is deemed a reasonable fee within the meaning of Article 9a(2) of the Allocation of Labour through Intermediaries Act (Waadi).
Article 18a. Kick-back Agreement for No-Broker Situations
1.
If the Client or the end client (for example, a ministry or other public institution) prohibits the use of intermediaries or does not allow MVPeople to act as an intermediary, the ZZP mediation by MVPeople remains in effect and MVPeople’s right to the margin remains intact.
2.
In such cases, MVPeople and the Candidate/ZZP’er shall enter into a separate fee agreement (known as a “kick-back agreement”) whereby the Candidate/ZZP’er pays MVPeople the hourly margin that would normally be payable by the Client. This margin is based on the actual hours worked and will be charged for the duration of the assignment and any extensions.
3.
The Candidate/ZZP’er is required to maintain transparent timesheet records for the benefit of MVPeople and to make payments in a timely manner in accordance with the terms set out in the fee agreement. Statutory interest and (extra)judicial collection costs are payable in the event of late payment.
4.
Where legislation or regulatory requirements (or contractual obligations in the public sector) require disclosure, the Candidate/ZZP’er is responsible for ensuring correct and timely disclosure to the Client or the end client; MVPeople is not responsible for any failure by the Candidate/ZZP’er to comply.
5.
Any circumvention of MVPeople by the Candidate/ZZP’er—such as entering into direct or indirect contracts with the end client within twelve (12) months of the introduction—constitutes a material breach. In such a case, the Candidate/ZZP’er owes an immediately payable penalty of € 25,000.00 plus € 250.00 for each hour worked in the bypassed assignment, without prejudice to MVPeople’s right to claim full compensation.
6.
MVPeople may assign the fee agreement and is entitled to set off amounts payable by the Candidate/ZZP’er against amounts payable to the Candidate/ZZP’er (if applicable).
GENERAL PROVISIONS RELATING TO THE SERVICES
Article 19. Payment
1.
The Client must pay each invoice issued by MVPeople for its Services within thirty (30) days after the invoice date, unless the parties expressly agree otherwise in writing.
2.
Only payments made to the bank account designated by MVPeople discharge the Client’s payment obligation.
3.
If an invoice issued by MVPeople is not paid within the applicable payment term, the Client is immediately in default without any notice of default being required and shall owe interest of 2% per calendar month on the outstanding amount, whereby part of a month is considered a full month.
4.
Payments made by the Client shall always first be applied to settle any costs due, then interest, and thereafter the longest outstanding invoices, even if the Client specifies that the payment relates to something else.
5.
The date of payment is the date on which MVPeople’s designated bank account is credited or the date on which MVPeople receives the amount in cash.
6.
Complaints regarding any invoice must be submitted in writing to MVPeople within seven (7) days after the invoice date. The burden of proof regarding timely receipt of the complaint by MVPeople lies with the Client. After this complaint period has expired, no further complaints will be considered and the Client’s right to complain lapses. A complaint and its handling does not suspend the payment obligation.
7.
All extrajudicial and judicial costs to collect the outstanding amount, including the full costs of legal assistance both in and out of court—by whomever provided—shall be entirely borne by the Client. The extrajudicial collection costs are set at a minimum of 15% of the principal sum owed, with a minimum of €175.
Article 20. Suspension, Termination and Dissolution
1.
The Client is deemed in default by operation of law and its (remaining) debts to MVPeople become immediately payable if: a. The Client applies for its own bankruptcy, suspension of payments or debt restructuring (WSNP), is declared bankrupt or admitted to the WSNP, or is granted a moratorium on payments; b. A substantial part of the Client’s assets is seized and the seizure is not lifted within fourteen (14) days of the seizure; c. The Client does not fulfil any obligation under these General Terms and Conditions, the Search Assignment or the Agreement; d. The Client wholly or partially fails to pay an MVPeople invoice within the agreed term; e. The Client is dissolved, liquidated, ceases its business in whole or in part, or sells its business (directly or indirectly), in whole or in part; f. There is a direct or indirect change in control of (a part of) the Client’s enterprise.
2.
In the situations described in paragraph 1, MVPeople has the right, without further notice of default, without court intervention, without being liable for any damages, and without prejudice to its other contractual and statutory rights:
o
To suspend performance of its obligations towards the Client, including the right to immediately withdraw a Seconded Employee (including a freelancer or sub-hire) until the Client has fulfilled all its obligations towards MVPeople;
o
To terminate the Search Assignment or Agreement, in whole or in part, with immediate effect;
o
To demand full and immediate payment of any amount the Client owes MVPeople, even if it has not yet become due and payable;
o
Before proceeding with further performance of a Search Assignment or Agreement, to obtain sufficient security for the timely fulfilment of the Client’s (payment) obligations.
3.
The Client shall also take all other measures and perform all acts necessary to enable MVPeople to exercise its rights under these General Terms and Conditions, the Search Assignment and the Agreement.
4.
Except in cases described in paragraph 1, where MVPeople may dissolve the Search Assignment or Agreement, a Search Assignment or Agreement ends upon completion or at a date expressly agreed by the parties. MVPeople and the Client may terminate a Search Assignment or Agreement by giving one (1) month’s notice. Termination must be effected by registered letter. The date on which the registered letter is sent is deemed to be the date on which the notice period commences. If interim termination is not possible, or if a different notice period applies, this will be stated in the Search Assignment or Agreement.
5.
Dissolution or termination of the Search Assignment or Agreement by MVPeople on the basis of this article does not affect its right to claim compensation for damages it suffers as a result. MVPeople shall never be liable for any direct or indirect damages suffered by the Client as a result of MVPeople’s dissolution or termination of the Search Assignment or Agreement, even if MVPeople has not observed the notice period.
Article 21. Prohibition of Hiring Candidates
1.
When MVPeople presents candidates to the Client in the context of an assignment, it is understood that the Client and its Affiliated Companies may not enter into an employment agreement with, or have work performed by, a Candidate on any other basis, regardless of the nature, name or content of the function.
2.
Paragraph 1 does not apply if more than twelve (12) months have passed since the Candidate was presented. The twelve-month period commences when the last contact took place between MVPeople or the Candidate and the Client in the context of an assignment.
3.
In the event of a breach of this article, the Client owes an immediately payable penalty equal to six gross monthly salaries and/or six monthly fees, as estimated by MVPeople, based on a full-time position, with a minimum of €10,000. This does not affect MVPeople’s right to claim further compensation.
Article 22. Information, Confidentiality and General Data Protection Regulation (GDPR)
1.
All information provided by MVPeople to the Client, in the broadest sense, in the context of negotiations or the Search Assignment or Agreement, is strictly personal and confidential. The Client is obliged to maintain confidentiality regarding such information and to take all
necessary measures and provisions to prevent disclosure of the information to any third party. The Client shall also require all employees and third parties involved to maintain confidentiality.
2.
Should negotiations not result in a Search Assignment or Agreement, the Client shall treat the information as confidential and shall never disclose it to third parties. The Client shall not be entitled to use the information provided by MVPeople in any way and shall, at the first request, return all information and data carriers to MVPeople and immediately destroy all copies thereof.
3.
The Client is obliged to respect the GDPR and associated legislation regarding personal data provided by MVPeople in the context of its Services.
4.
The Client shall indemnify MVPeople for fines and other penalties imposed by the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) in connection with the Client’s non-compliance with GDPR-related obligations, insofar as these relate to and arise from the Client’s performance.
5.
In the event of non-compliance with the previous paragraphs, the Client shall owe MVPeople a non-mitigable penalty of €25,000.00 per violation, per day that the violation continues, without prejudice to MVPeople’s right to claim full compensation for damages.
6.
The Client shall indemnify and hold MVPeople harmless from all claims by third parties that directly or indirectly relate to the Client’s failure to comply, or to comply on time or properly, with its obligations under the GDPR and the Dutch GDPR Implementation Act (UAVG). The Client explicitly indemnifies MVPeople for all fines imposed on MVPeople by supervisory authorities in this context.
Article 23. Foreign Nationals Employment Act (Wet arbeid vreemdelingen)
1.
The Client to whom MVPeople makes a foreign national available expressly declares that it is familiar with Article 15 of the Foreign Nationals Employment Act, which requires the Client to obtain a copy of the identity document (as referred to in Article 1 of the Dutch Identification Act) of the foreign national at the start of employment. The Client verifies the identity of the foreign national using this document and retains a copy in its administration.
2.
The Client shall indemnify MVPeople for any fines or penalties imposed in connection with non-compliance with the Foreign Nationals Employment Act and related legislation, insofar as these relate to and arise from the Client’s performance.
Article 24. Liability
1.
The Client is responsible for the choice of the Candidate, Seconded Employee or independent contractor (ZZP’er), regardless of the type of Service. MVPeople accepts no liability if, for whatever reason, it transpires that the Client made the wrong choice. The same applies if a Candidate, Seconded Employee or independent contractor withdraws for their own reasons.
2.
MVPeople shall never be liable for indirect damage, expressly including but not limited to business interruption, lost profits, loss due to business closure, immaterial damage, consequential damage and other forms of financial damage, including all possible third-party claims, in the broadest sense, including employees of the Client.
3.
If MVPeople is liable to the Client on the basis of these General Terms and Conditions, the Search Assignment or Agreement, or by law, such liability shall in any case be limited to the amount paid under MVPeople’s liability insurance.
4.
If, for any reason, the liability insurer of MVPeople does not or does not fully pay out (for example, where the insurance does not provide coverage or an applicable insurance is lacking), MVPeople’s liability shall in any case be limited to the net invoice value (excluding VAT) of the relevant Search Assignment or Agreement, with a maximum liability of €250,000.00 per event or series of events with the same cause.
5.
MVPeople is not obliged to compensate any damage if, at the time the relevant event occurs, the Client is in default with respect to any obligation towards MVPeople, except in the case of intent or gross negligence by MVPeople in the execution of the Search Assignment or Agreement.
6.
Liability for damage, however caused, resulting from or related to intent or gross negligence by non-managerial subordinates of MVPeople and third parties (such as a Candidate, Seconded Employee or ZZP’er) engaged by MVPeople in the performance of the Search Assignment or Agreement, is entirely excluded.
7.
The Client is obliged to indemnify MVPeople against all possible claims by third parties, expressly including but not limited to employees of the Client, Candidates, Seconded Employees and ZZP’ers, as well as their successors, with respect to alleged damages arising from or in connection with the Search Assignment or Agreement. The Client shall reimburse MVPeople for all damage and/or costs related to such claims, including any legal costs.
8.
MVPeople is entitled at any time to assign its claims against the Client.
9.
Information provided by the Client to MVPeople, including information about the applicable “hirer remuneration” (inlenersbeloning), may be assumed by MVPeople to be correct. MVPeople is never liable for damage resulting from reliance on incorrect or incomplete information provided by the Client. The Client explicitly indemnifies MVPeople against all possible claims by third parties and fines resulting from MVPeople’s reliance on the accuracy of the information provided by the Client.
Article 25. Dispute Resolution, Governing Law and Forum
1.
Dutch law applies to all offers, services, quotations, confirmations of assignment, Search Assignments and Agreements with MVPeople.
2.
In the event of disputes regarding the Search Assignment or the Agreement, the General Terms and Conditions and/or the assignment, MVPeople and the Client shall consult with each other to seek an amicable solution. If an amicable solution cannot be reached, disputes shall be submitted to the court of Amsterdam, location Amsterdam.