GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
YaWorks B.V., established in Amsterdam and registered with the Chamber of Commerce in Amsterdam under number 34314368
1 Definitions
In these General Terms and Conditions, the following terms are defined as:
a) General Terms and Conditions: these general terms and conditions for the provision of services by YaWorks B.V.;
b) Assignment(s): the agreement(s) of assignment within the meaning of Article 7:400 of the Dutch Civil Code between YaWorks B.V. and the Client concerning the placement of temporary personnel with the Client; b) Client: any natural person or legal entity that commissions the services mentioned in Article 3 of these General Terms and Conditions;
c) YaWorks: the private limited liability company YaWorks B.V., statutorily established in Amsterdam.
2 General
2.1 These General Terms and Conditions apply to all offers, quotations, assignments, and all agreements for purchase, sale, or the provision of services between YaWorks and the Client.
2.2 The applicability of standard terms and conditions used by the Client or to which the Client may refer in any way is hereby explicitly rejected, unless these have been explicitly accepted in writing by YaWorks.
2.3 Any deviations from these General Terms and Conditions must be explicitly agreed upon in writing. No rights may be derived from such deviations with respect to legal relationships entered into at a later date. In the event of deviation from one or more provisions of these General Terms and Conditions, the remaining provisions shall remain fully in force.
2.4 When YaWorks allows deviations from these General Terms and Conditions on any points and/or parts, either explicitly or tacitly, for a shorter or longer period, this does not affect YaWorks' right to demand immediate and strict compliance with the General Terms and Conditions. Even if YaWorks has not exercised one or more of its rights under these General Terms and Conditions for a period or not in full, the Client cannot derive any rights from this for the future.
2.5 In case of conflict between translations of the text of the General Terms and Conditions, the text stated in the Dutch language shall always prevail.
2.6 In case of conflict between provisions from the Assignment and the text of these General Terms and Conditions, the provisions from the Assignment shall prevail.
3 Agreements and general obligations of the Client
3.1 YaWorks provides services to the Client for the recruitment, selection, and placement of (temporary) personnel.
3.2 All offers and quotations from YaWorks are without obligation and serve exclusively as an invitation to make an offer, unless explicitly stated otherwise.
3.3 An Assignment is established at the moment it is signed by the Client or from the moment the interim worker or employee of YaWorks begins their activities at the Client.
3.4 The Client is obligated to provide all reasonable cooperation at all times to enable YaWorks to fulfill its obligations regarding the Assignment.
3.5 The Client is obligated to provide all reasonable cooperation and all necessary information at all times during the Assignment, to enable the interim worker or employee of YaWorks placed with the Client to perform the agreed activities.
4 Price/Payment
4.1 The agreed rates apply for at most one Assignment. In case of extension or material amendment of an Assignment or the establishment of a new Assignment, YaWorks is entitled to charge new rates, whereby account shall be taken at least of the price index for CAO wages for the commercial services sector as published by the CBS for the month of February of any year.
4.2 Payment must be made within 14 (fourteen) days after the invoice date.
4.3 If the Client fails to meet its payment obligations, the Client is immediately in default without further notice of default. YaWorks is then entitled to suspend the execution of the Assignment. YaWorks is also entitled, without further announcement or notice of default, to charge the statutory interest in commercial transactions pursuant to Article 6:119a of the Dutch Civil Code over the period during which the Client is in default.
4.4 All that the Client owes becomes immediately due and payable if the Client does not fulfill its payment obligations, is declared bankrupt, applies for provisional or definitive suspension of payments, is placed under guardianship, if executory attachment is levied on its assets and/or claims, and when it enters into liquidation or is dissolved.
4.5 All prices are exclusive of VAT. Payment must be made in Euros.
4.6 All costs related to payment, including the provision of security, are at the expense of the Client.
4.7 All judicial and extrajudicial costs incurred by YaWorks as a result of the Client's failure to fulfill its (payment) obligations shall be borne by the Client, with a minimum of 10% of the total fee associated with an Assignment.
4.8 Payments by the Client shall primarily serve to satisfy the interest due as referred to in Article 4.5, then the judicial and extrajudicial costs as referred to in Article 4.9, and shall thereafter be deducted from the oldest outstanding claim.
4.9 YaWorks is entitled to offset all that it has to claim from the Client, regardless of whether these claims are already due and payable, against any claims the Client may have against YaWorks. YaWorks has the right at all times to demand full or partial advance payment.
4.10 The Client is not authorized to suspend its obligations towards YaWorks or to offset or deduct what it has to claim from YaWorks from what the Client owes to YaWorks.
5 Transfer
Each of the parties hereby guarantees that in the event the business operated by it is transferred to a third party during the term of the Assignment, it will transfer the existing Assignment, including all rights and obligations, to the acquirer of the business.
6 Securities
6.1 If YaWorks has reasonable grounds to doubt the willingness to pay and the financial soundness of the Client, it has the right to demand security for the fulfillment of all obligations of the Client under the Assignment. If such security is refused by the Client, YaWorks is free to terminate the Assignment with immediate effect, without prejudice to YaWorks' rights to compensation for damages and costs.
6.2 The Client is obligated to immediately notify YaWorks when: a. (provisional) suspension of payments is requested or granted to the Client or any arrangement is made with the Client's creditors; b. the Client intends to file for its own bankruptcy or the Client has learned that one or more of its creditors intend(s) to file for its bankruptcy; as well as c. the Client has been declared bankrupt.
7 Guarantee and liability
7.1 The services are performed by YaWorks to the best of its knowledge and ability. YaWorks does not guarantee that a desired result will actually be achieved at a certain time. Given its intermediary role, YaWorks accepts no liability for the substantive execution of the Assignment.
7.2 Except in the case of intent or deliberate recklessness on the part of YaWorks or its direct managers, YaWorks is not liable for any damage.
7.3 In all cases, YaWorks' liability is limited to at most the amount of the total fees invoiced by YaWorks regarding the Assignment in connection with which the damage arose. If the damage is covered by an insurer, YaWorks' liability is limited to the amount that is actually paid out under that insurance in the case in question, minus the amount of the deductible.
7.4 Not eligible for compensation by YaWorks are consequential damages, indirect damages, losses suffered, lost profits, lost income, or other business damages of the Client, regardless of how these arose.
7.5 YaWorks is not liable for damage caused by intent, deliberate recklessness, or otherwise by its subordinates and/or non-subordinates for whom it is liable by law.
7.6 YaWorks stipulates all legal and contractual defenses that it can invoke to defend its own liability towards the Client, also for the benefit of its subordinates and non-subordinates for whose conduct it could be liable according to the law.
7.7 All claims of the Client under this article expire one year after the termination of the Assignment from which the damage arose.
7.8 The Client indemnifies YaWorks against claims from third parties, including the Client's employees, except in case of intent or deliberate recklessness on the part of YaWorks or its direct managers.
7.9 YaWorks is not liable for not fulfilling, not timely fulfilling, or not fully fulfilling its obligations due to shortcomings that cannot be attributed to YaWorks, including cases of force majeure.
7.10 The Client is obligated to take all measures necessary to limit the damage for which it wishes to hold YaWorks liable.
7.11 The preceding provisions do not affect any liability based on mandatory law.
8 Applicable law/Dispute resolution
8.1 Dutch law applies to all legal relationships between YaWorks and the Client, unless explicitly agreed otherwise.
8.2 In disputes arising from or related to an Assignment, these General Terms and Conditions, a quotation, or otherwise, the Court in Amsterdam has exclusive jurisdiction.
9 Conversion
If and insofar as, on the grounds of reasonableness and fairness or the unreasonably onerous character, no appeal can be made to any provision of these General Terms and Conditions, the relevant provision shall, in terms of content and purpose, in any case be given a meaning that corresponds as closely as possible, so that an appeal can be made to it. The nullity or voidability of one or more provisions of these General Terms and Conditions does not lead to the nullity or voidability of the remaining provisions.
10 Filing
These general terms and conditions have been filed with the Chamber of Commerce in Amsterdam under number 34314368.