General Terms and Conditions of Rock Payroll B.V.

Article 1. Definitions

1.1 General Conditions: these General Conditions.
1.2 Collective Agreement: the collective employment agreement governing the employment contract with the Seconded Professional.
1.3 Seconded Professional: any natural person in Rock Payroll’s employment under a temporary staffing agreement.
1.4 Services: all the services to be provided to the Client by Rock Payroll under an Agreement.
1.5 Rock Payroll: Rock Payroll B.V., a private limited liability company, having its registered office and maintaining a place of business at Den Haag, 2545 VP Den Haag, registered with the Chamber of Commerce under number 66059178.
1.6 Hirer’s Remuneration: the remuneration that applies at the Client to employees in the Client’s service in a position that is the same as or equivalent to that held by a Seconded Professional, consisting of the following six salary components:
1. only the applicable periodic pay in the scale;
2. the applicable reduction of working hours per week/month/year/period, which may be compensated in the form of time and/or money, at Rock Payroll’s discretion;
3. supplements for overtime, rescheduled hours, irregularity (including public holiday allowance) and shift work;
4. initial salary increase, the amount and time of which are determined by the Client;
5. expense allowance (insofar as it can be paid by Rock Payroll free from statutory payroll tax and social security contributions: travel expenses, accommodation expenses and other work- related expenses);
6. increments, the amount and time of which are determined by the Client.
1.7 Offer: all oral or written offers that Rock Payroll makes to the Client.
1.8 Client: any natural person or legal entity that enters into or intends to enter into an Agreement with Rock Payroll.
1.9 Client Rate: the rate payable to Rock Payroll by the Client, excluding supplements, expense allowances and VAT. The rate is charged per hour, unless otherwise stated.
1.10 Agreement: any agreement, in any form whatsoever, between a Client and Rock Payroll, any amendment or addition to such an agreement and all juridical and other acts in the preparation and performance of the agreement by Rock Payroll.
1.11 Parties: Rock Payroll and the Client jointly.
1.12 Secondment: the secondment of a Seconded Professional by Rock Payroll under an Agreement, to perform work under the Client’s management and supervision.

Article 2. Scope

2.1 These General Conditions govern all Offers of and Agreements with Rock Payroll. These General Conditions also apply to any further or follow-on Agreements between Rock Payroll and the Client. The Client is deemed to have accepted these General Conditions.
2.2 Departures from these General Conditions are valid only if expressly agreed in writing between the Parties. In that case the departing provisions expressly agreed on in writing prevail. The applicability of any purchase or other general conditions of the Client is expressly excluded.
2.3 If one or more of the provisions of these General Conditions is/are void or voided at any time in whole or in part, the other provisions of these General Conditions continue to apply in full. The Parties must then consult to agree on new provisions to replace the void or voided provisions, that are in keeping with the Parties’ intent when the void or voided provision was drawn up.
2.4 If Rock Payroll at any time does not demand strict compliance with these General Conditions, that does not mean that the provisions in question do not apply or that Rock Payroll in any respect loses the right in other cases to demand strict compliance with these General Conditions.
2.5 If Rock Payroll departs from these General Conditions in one or more Agreements with the Client, that does not mean that such departure also applies to previous or subsequent Agreements between Rock Payroll and the Client.

 

Article 3. Offers and conclusion of an Agreement

3.1 All Offers of Rock Payroll are subject to contract and may be revoked by Rock Payroll at any time, also if the Offer sets a term foracceptance.
3.2 Rock Payroll cannot be held to its Offer if the Client should reasonably understand that the Offer or any part thereof contains an obvious clerical or othererror.
3.3 An Agreement is not concluded until the Client accepts Rock Payroll’s Offer in writing. If the Client gives an assignment to Rock Payroll orally or in writing that is not preceded by an Offer or if the Offer has not (or has not yet) been signed by both Parties, the Agreement is deemed to be concluded when Rock Payroll confirms the assignment in writing or when Rock Payroll commences the performance of the assignment at the Client’s request.

 

Article 4. Duration and termination of the Agreement and the Secondment

4.1 Agreements may be fixed-term or open-ended. A fixed-term Agreement is concluded either:
• for a fixed period; or
• for a determinable period; or
• for a determinable period that does not exceed a fixedperiod.
4.2 A fixed-term Agreement ends by operation of law at the end of the agreed term or on the occurrence of an objectively determinable event agreed on beforehand. The Client must inform Rock Payroll in writing no later than three months before the Agreement ends by operation of law as to whether it wishes to enter into a new Agreement.
4.3 A fixed-term Agreement cannot be terminated prematurely, unless otherwise agreed in writing. If the possibility of premature termination has been agreed on, the Agreement must be terminated in writing, subject to a three-month notice period.
4.4 An open-ended Agreement ends by written notice of termination, subject to a notice period of six months.
4.5 All Agreements end immediately by notice of termination as from the date on which either of the Parties terminates the Agreement on the grounds that:
• the other party is in default; or
• the other party ceases its operations, makes an arrangement with all its creditors, is wound up, is put into liquidation and/or ceases its activities; or
• the other party has been declared insolvent or has applied for a suspension of payment.
4.6 If Rock Payroll terminates the Agreement on one of these grounds, the Client’s action on which the termination is based constitutes a request from the Client to terminate the Secondment. Such termination will not give rise to liability on the part of Rock Payroll for any loss consequently incurred by the Client. All of Rock Payroll’s claims will fall due immediately as a result of such termination.
4.7 The end of the Agreement also marks the end of the Secondment. Termination of the Agreement by the Client constitutes a request from the Client to Rock Payroll to terminate the current Secondment as from the date on which the Agreement lawfully ends or as from which the Agreement is lawfully dissolved.
4.8 If Rock Payroll files a petition with the court to dissolve the employment contract with the Seconded Professional or requests UWV WERKbedrijf (the Employee Insurance Administration

Agency) to grant leave to terminate the employment contract, as a result of the termination of the Secondment, the Client must fully cooperate with Rock Payroll in that regard. That cooperation includes but is not limited to the submission of reports of performance interviews, financial data required to substantiate the termination and information on the Client’s workforce. The Client must furthermore pay the Client Rate until the date on which the employment contract between Rock Payroll and the Seconded Professional lawfully ends or is lawfully dissolved.
4.9 The Secondment ends by operation of law if and as soon as Rock Payroll can no longer supply the Seconded Professional because the employment contract with the Seconded Professional has ended and that employment contract is not immediately continued for the benefit of the same Client. In that case Rock Payroll is not in breach towards the Client and is not liable for any loss consequently incurred by the Client.
4.10 The preceding clauses do not stand in the way of reliance on Section 6:265 of the Dutch Civil Code. If an Agreement is dissolved, any and all amounts already paid under the Agreement cannot be reclaimed as an obligation to undo a performance.
4.11 Termination of an Agreement will not have any consequences for any other Agreements concluded between Rock Payroll and the Client.

 

Article 5. Client’s duty to inform

5.1 The Client acknowledges that, as a rule, proper performance of the Agreement by Rock Payroll is dependent on the correct and timely provision of documents and data by the Client, in particular in order to determine the Hirer’s Remuneration. To ensure that the performance of the Agreement remains on schedule to the extent possible, the Client must therefore provide Rock Payroll in a timely manner with all the items it requires and must perform in a timely manner all the acts that Rock Payroll requires to perform the Agreement or of which the Client should reasonably understand that they are required for the performance of the Agreement, including but expressly not limited to all the information that may affect the Services.

5.2 The Client must inform Rock Payroll on the conclusion of the Agreement of any business closures and any mandatory collective days off during the term of the Agreement, to allow Rock Payroll, if possible, to take that circumstance into account in the employment contract with the Seconded Professional. If any intention to schedule business closures and/or mandatory collectively days off becomes known after the conclusion of the Agreement, the Client must inform Rock Payroll accordingly immediately after that intention becomes known. If the Client fails to inform Rock Payroll in a timely manner, the Client must pay Rock Payroll the Client Rate for the entire duration of the business closure in respect of the number of working hours and overtime per period that applies or is customary under the Agreement and these General Conditions.

5.3 The Client warrants the correctness, completeness, reliability, soundness and lawfulness of the acts performed for and information provided to Rock Payroll by the Client or on its behalf. The Client furthermore warrants that it has provided all the essential items and performed all the essential acts referred to in clause 5.1 for the preparation and performance of the Agreement.

5.4 The Client must inform Rock Payroll in a timely manner, in any event immediately when they become known, of any changes in the Hirer’s Remuneration and of any initial salary increases agreed on.

5.5 The performance of the Agreement will not commence until the Client has complied with its duty to inform and/or duty to provide essential items. If the information required for the performance of the Agreement has not been made available to Rock Payroll in a timely manner or if the acts required have not been performed in a timely manner, Rock Payroll has the right to suspend the performance of the Agreement until the Client has provided all the information, or Rock Payroll has the right to perform acts or to have acts performed to ensure that Rock Payroll has the items referred to above that are required for the performance of the agreement, whereby the costs incurred by Rock Payroll are for the Client’s account and risk.

5.6 If the Agreement can no longer be performed within the agreed term because Rock Payroll has not been provided in a timely manner with the information required for the performance of the Agreement, Rock Payroll has the right to terminate the Agreement with immediate effect, without being liable for any damages towards the Client. The extra hours worked and/or extra costs incurred by Rock Payroll and any other loss incurred or to be incurred by Rock Payroll due to the Client’s failure to comply with its duty to inform recorded in this clause are payable by the Client on the basis of the rates that apply at that time.

 

Article 6. Work procedure

6.1 Before the start of the Agreement and/or the Secondment, the Client must provide Rock Payroll with an accurate description of the prospective Seconded Professional, the position, job requirements, office hours, working hours, place of work and working conditions, and the proposed term of the Agreement.
6.2 Rock Payroll is not in breach in relation to the Client and is not liable for any damages if for any reason whatsoever the contacts between the Client and Rock Payroll prior to a possible Agreement, including a specific request from the Client to supply a Seconded Professional, do not lead to the actual Secondment of a Seconded Professional within the period desired by the Client.

 

Article 7. Position and remuneration

7.1 Before the start of the Agreement and/or the Secondment, the Client must provide Rock Payroll with a description of the position to be held by the Seconded Professional and all information on all the elements of the Hirer’s Remuneration (with regard to the amount and date only insofar as they are known at that time), insofar as the Client has not already provided that information on the grounds of the preceding clauses.
7.2 The remuneration of the Seconded Professional, including any supplements and expense allowances, is determined on the basis of the Collective Agreement (including the provisions regarding the Hirer’s Remuneration) and the applicable legislation and regulations, on the basis of the job description provided by the Client.
7.3 If it becomes apparent at any time that that job description and the related job scale are not in keeping with the position actually held by the Seconded Professional, the Client must immediately provide Rock Payroll with the correct job description and the relevant job scale. The remuneration of the Seconded Professional will be re-determined on the basis of the new job description. The job description and/or job scale may be changed during the term of the Agreement if the Seconded Professional reasonably claims such a change on the basis of legislation and regulations, the Collective Agreement and/or the Hirer’s Remuneration. If the adjustment gives rise to higher remuneration, Rock Payroll will correct the remuneration of the Seconded Professional and the Client Rate accordingly. That corrected Client Rate is payable to Rock Payroll by the Client from the moment the Seconded Professional holds the actual position.
7.4 The Client must inform Rock Payroll of any changes in the Hirer’s Remuneration and any initial salary increases agreed on in a timely manner, in any event immediately when such changes become known.
7.5 The fees and any bonuses payable by Rock Payroll to the Seconded Professional will be charged to the Client.

 

Article 8. Client Rate

8.1 The fee payable to Rock Payroll by the Client will be calculated by multiplying the agreed Client Rate by the number of hours worked by the Seconded Professional or (if higher) the number of hours to which Rock Payroll is entitled under the Agreement and/or these General Conditions. The Client Rate will also be multiplied by the supplements and increased by the expense allowances to which the Seconded Professional is entitled. VAT will be charged on the total fee payable to Rock Payroll by the Client.
8.2 The fee payable to Rock Payroll by the Client will be increased by the transition payment payable to the Seconded Professional and/or any compensation for failure to observe all or part of the notification period, insofar as the Seconded Professional is entitled to it under Section 7:673 and Section 7:668, respectively, of the Dutch Civil Code. Rock Payroll will charge those same amounts to the Client in question.
8.3 If the Hirer’s Remuneration must be applied or increased at any time, Rock Payroll will again determine the remuneration of the Seconded Professional and the Client Rate on the basis of the information provided by the Client regarding the job classification and the Hirer’s Remuneration. All the elements that apply at the Client regarding the Hirer’s Remuneration will be taken into account in determining the remuneration and the ClientRate.
8.4 In addition to the case referred to in clause 8.3, Rock Payroll in any event also has the right to adjust the Client Rate during the term of the Agreement if the costs of the temporary employment increase:
• as a result of a change in the Collective Agreement or the salaries regulated under it, or a change in the Collective Agreement and/or the employment conditions scheme that applies at the Client and the salaries regulated underthem;
• as a result of changes in or under legislation and regulations, including changes in or under social and tax legislation and regulations, the Collective Agreement or any binding regulations; or
• as a result of a periodical or other salary increase and/or a one-off or other obligatory payment under the Collective Agreement, the collective agreement that applies at the Client and/or the employment conditions scheme and/or legislation and regulations.
8.5 If, contrary to clauses 8.3 and 8.4, the Client does not agree to payment of the adjusted Client Rate, that constitutes a request from the Client to terminate the Secondment. However, the Secondment will not end until the employment contract of the Seconded Professional can be lawfully terminated. The Client Rate remains payable by the Client until the date of termination of the employment contract.
8.6 Any change in the Client Rate will be notified to the Client as soon as possible and confirmed to the Client in writing by Rock Payroll.
8.7 If the remuneration has been set too low due to any cause imputable to the Client, Rock Payroll has the right also retroactively to determine the remuneration and retroactively to adjust and charge the Client Rate accordingly. Rock Payroll may furthermore charge the Client the amount consequently underpaid by the Client, as well as the costs consequently incurred by Rock Payroll.

Article 9. Invoicing and timekeeping

9.2 The Client must arrange for correct and complete timekeeping records and must ensure or arrange that the data of the Seconded Professional recorded in them are stated correctly and truthfully, such as the name of the Seconded Professional, the number of hours worked, overtime, unsocial hours and the other hours in respect of which the Client Rate is due under the Agreement and these General Conditions, any supplements and any expenses actually incurred.
9.3 If the Client provides the timekeeping records, it must ensure that they are available to Rock Payroll immediately after the week worked by the Seconded Professional. The Client is responsible for the manner in which the timekeeping records are submitted to Rock Payroll.

9.4 Before submitting the timekeeping records, the Client must give the Seconded Professional the opportunity to check the timekeeping records. If and insofar as the Seconded Professional disputes the data in the timekeeping records, Rock Payroll has the right to base the hours and expenses on the Seconded Professional’s statement, unless the Client proves that the data stated by it are correct.
9.5 If the timekeeping records are kept by means of expense forms to be submitted by the Seconded Professional, the Client must keep copies of those expense forms. In the event of discrepancies between the expense forms submitted to Rock Payroll by the Seconded Professional and the copies kept by the Client, the expense form presented to Rock Payroll by the Seconded Professional serves as conclusive evidence for the settlement, except where evidence to the contrary is produced by the Client.

Article 10. Payment

10.1 Unless otherwise agreed, payment of any and all amounts payable to Rock Payroll by the Client must be made by the Client within 15 days after the date of the invoice or partial invoice, in the manner stated by Rock Payroll and in the currency invoiced. The value data on the bank statement is decisive and is regarded as the date of payment.
10.2 Only payments made to Rock Payroll or to a third party expressly designated by Rock Payroll in writing constitute valid discharge. Payments made by the Client to Seconded Professional, on any ground whatsoever, or the payment of advances to Seconded Professionals are not binding in relation to Rock Payroll and are in no event grounds for setoff orrepayment.
10.3 If the Client objects to the invoice received, it must inform Rock Payroll of its objections in writing within 15 days of the invoice date, failing which the invoice is deemed to be correct.
10.4 The Client in no event has the right to suspend its obligations towards Rock Payroll and/or to set them off against any claim of its own in relation to Rock Payroll. Objections regarding the amount of an invoice or regarding the Services provided therefore in no event entitle the Client to suspend or to set off any payment.
10.5 If the Client fails to pay the invoice within the credit period, the Client is in default by operation of law without any prior notice of default being required. The Client owes contractual interest on the amount due in that case as from the default date at a rate of 1% per month or part of a month, unless the statutory commercial interest is higher, in which case the statutory commercial interest applies. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment in full of the entire amount due.
10.6 All costs, both in and out of court, incurred by Rock Payroll in enforcing its rights are payable in their entirety by the Client. The compensation for out-of-court costs is set at 15% of the principal due, including VAT and interest, unless Rock Payroll has demonstrably incurred higher costs, subject to a minimum of € 230 per claim. That compensation is payable by the Client whenever it is in default and will be charged without any further evidence beingrequired.
10.7 Unless Rock Payroll states otherwise, payments by the Client always first reduce the costs and interest due (in that order) and then the principals and interest accrued, whereby older claims come before newer claims, regardless of whether the Client states a different order for the allocation of the payment. Rock Payroll may refuse full repayment of the principal if the current and accrued interest and the costs of collection are not also paid at the same time.
10.8 If Rock Payroll so wishes and in any event if the Client fails to perform any payment obligation, on any ground whatsoever, Rock Payroll has the right, after the conclusion of an Agreement, contrary to the agreed payment arrangement, to demand payment in advance or security for the Client’s payment obligations. The Client must comply at Rock Payroll’s first request.
10.9 If the Agreement has been concluded with more than one Client, all the Clients are jointly and severally liable with regard to the payment obligations under the Agreement (regardless of the name in which the invoice was made out).
10.10 If the Client fails to comply with clause 10.1 or fails to comply with a request from Rock Payroll as referred to in clause 10.8, Rock Payroll has the right:
a. to dissolve the Agreement with the Client in whole or in part without any notice of default being required. If Rock Payroll incurs costs or loss in any manner as a result of the Client’s failure to pay, the Client is liable for and must reimburse that loss and those costs; or
b. to suspend its obligations towards the Client under the Agreement in whole or in part.
10.11 In the event of dissolution, termination or suspension of the Agreement, Rock Payroll is in no event liable for any damages towards the Client, unless the dissolution, termination or suspension is based on facts and circumstances that can be attributed to Rock Payroll.

Article 11. Special minimum payment obligations

11.1 Notwithstanding the Client’s other obligations towards Rock Payroll, the Client is in any event required to pay Rock Payroll the Client Rate for three hours of workif:
• the Seconded Professional reports at the agreed time and place to perform the temporary work, but the Client does not give him the opportunity to commence that work; or
• the Client enables the Seconded Professional to perform the temporary work for less than three hours.

Article 12. Fear of non-performance

12.1 If circumstances that come to Rock Payroll’s attention after the conclusion of the Agreement justify the fear that the Client will not perform one of its obligations or will not do so correctly and/or in a timely manner, which circumstances include insolvency or a suspension of payment, a pending petition for one of those measures in relation to the Client, the adoption of a resolution to wind up the Client’s business or to enter into a merger, prejudgment attachment or attachment under a warrant of execution on any part of the Client’s assets, and failure of the Client to perform any of its payment obligations towards Rock Payroll, all of the Client’s payment obligations towards Rock Payroll on any ground whatsoever fall due immediately and in full. Rock Payroll then has the right to demand immediate payment of or security for those outstanding claims.
12.2 In that case Rock Payroll has the right to suspend the performance of its obligations towards the Client until all payment obligations have been performed and/or secured. If Rock Payroll does so, it is not liable in any manner for loss and costs incurred by the Client on that ground or in any other manner.
12.3 The Client is liable for any and all loss consequently incurred by Rock Payroll.

Article 13. Replacement and availability

13.1 Rock Payroll is not in breach of contract in relation to the Client and is not liable for any damages or costs towards the Client if for any reason whatsoever Rock Payroll is not or is no longer able to supply a Seconded Professional (or a replacement Seconded Professional) to the Client, or in any event not or no longer in the manner and with the scope recorded in the Agreement.

Article 14. Right of suspension

14.1 The Client does not have the right to temporarily suspend the Secondment of the Seconded Professional in whole or in part, except in the event of force majeure within the meaning of Section 6:75 of the Dutch Civil Code.
14.2 Contrary to clause 14.1 suspension is possible, however,if:
• that is agreed in writing and the term is stated; and

• the Client demonstrates that no work is temporarily available or the Seconded Professional cannot be put to work; and
• Rock Payroll can successfully rely on exclusion from the obligation to continue salary payments under the Collective Agreement in relation to the Seconded Professional.
14.3 The Client does not owe the Client Rate for the duration of the suspension.
14.4 If the Client does not have the right to temporarily suspend the Secondment, but temporarily has no work for the Seconded Professional or cannot put the Seconded Professional to work, the Client must pay Rock Payroll the entire Client Rate for the duration of the Agreement in respect of the number of hours of work and overtime that most recently applied or was customary under the Agreement.
14.5 If Rock Payroll is temporarily unable to perform its obligations due to circumstances for which Rock Payroll is not to blame and that are beyond its control, Rock Payroll has the right to suspend the performance of the Agreement for the duration of that inability. Any security for payment provided by or on behalf of the Client must be extendedaccordingly.
14.6 If Rock Payroll is permanently unable to perform its obligations due to circumstances that have arisen as referred to in clause 14.5, either of the Parties has the right to dissolve the Agreement in whole or in part.
14.7 The circumstances referred to in clause 14.6 above in any event include but are not limited to war, war risk, riots, acts of war, fire, water damage, flooding, strikes, sit-ins, lockouts, import and export restrictions, government measures, machinery breakdowns, interruptions in the power supply or operational failure, and circumstances in which Rock Payroll is unable to supply due to its suppliers, for any reason whatsoever.

 

Article 15. Working hours and office hours

15.1 The number of working hours and the office hours of the Seconded Professional at the Client must be agreed on before the Secondment. The office hours, the number of working hours and the rest periods of the Seconded Professional are the same as the times and hours that are customary at the Client, unless otherwise agreed. The Client warrants that the number of working hours and the resting periods and work periods of the Seconded Professional are in compliance with the statutory rules. The Client must ensure that the Seconded Professional does not exceed the statutory working hours at the agreed number of working hours.
15.2 The holidays and leave of the Seconded Professional are regulated by law and the Collective Agreement.

Article 16. Proper management and supervision

16.1 The Client must act in relation to the Seconded Professional in exercising management and supervision and with regard to the performance of the work with the same care that it is required to exercise in relation to its own employees.
16.2 The Client may not “re-second” the Seconded Professional to a third party, i.e. may not make him available to a third party for the performance of work under that third party’s supervision or management. Re-seconding also includes making the Seconded Professional available to a natural person or legal entity with which the Client is affiliated in agroup.
16.3 The Client may put the Seconded Professional to work in departure from the provisions of the Agreement and the General Conditions only if Rock Payroll and the Seconded Professional so expressly agree in writing beforehand.
16.4 Assignment of the Seconded Professional to a foreign country by a Client located in the Netherlands is possible only for a fixed term, provided that the Client has organised management and supervision and the assignment has been agreed on in writing with Rock Payroll.
16.5 The Client must reimburse to the Seconded Professional the loss incurred by him as a result of property belonging to him that has been used for the assigned work has been damaged or destroyed.
16.6 The Client must take out adequate insurance, to the extent possible, against liability on the grounds of the provisions of this clause. The Client must provide Rock Payroll with proof of insurance on request.

Article 17. Working conditions

17.1 The Client is aware of the fact that it is regarded as an employer under the Arbeidsomstandighedenwet (Working Conditions Act).
17.2 The Client is responsible towards the Seconded Professional and Rock Payroll for compliance with the obligations arising from Section 7:658 of the Dutch Civil Code, the Working Conditions Act and the related regulations in the field of safety in the workplace and good working conditions in general.
17.3 The Client must inform the Seconded Professional and Rock Payroll in writing in a timely manner, at least one working day before the start of the work, of the professional qualifications required and of the specific characteristics of the job in question. The Client must actively inform the Seconded Professional of the Hazard Identification and Risk Assessment (RIE) that applies at its company.
17.4 If the Seconded Professional is involved in a workplace accident or develops an occupational disease, the Client must immediately inform the competent authorities accordingly and ensure that a written report is drawn up immediately, if so required by law. The report must set out the details of the accident in such a way that it can be established on that basis with a reasonable degree of certainty whether and to what extent the accident is due to insufficient measures being taken to prevent the workplace accident or occupational disease. The Client must inform Rock Payroll as soon as possible of the workplace accident or occupational disease and provide it with a copy of the report in question.
17.5 The Client must reimburse to the Seconded Professional – and must indemnify Rock Payroll against – all loss (including costs, also the actual costs of legal assistance) incurred by the Seconded Professional in performing his work, if and insofar as the Client and/or Rock Payroll is liable for that loss under Section 7:658 and/or Section 7:611 and/or Section 6:162 of the Dutch Civil Code.
17.6 If the workplace accident results in the death of the Seconded Professional, the Client is liable for the loss (including costs, also the actual costs of legal assistance) in accordance with Section 6:108 of the Dutch Civil Code towards the persons named in that Section and must indemnify Rock Payroll against any and all loss (including costs, also the actual costs of legal assistance) for which it is held liable.
17.7 The Client must take out adequate insurance against liability on the grounds of the provisions of this clause. The Client must provide Rock Payroll with proof of insurance at Rock Payroll’s first request.

Article 18. Client’s obligation to verify the Seconded Professional’s identity and to keep a copy of his ID

18.1 At the start of the Secondment the Client must verify the Seconded Professional’s identity on the basis of original proof of identity stating the nationality of the Seconded Professional. It must be carefully ascertained that that proof of identity is genuine and valid.
18.2 The Client must treat the Seconded Professional’s personal data that comes to its attention in respect of the Secondment confidentially and must process those data in accordance with the Wet bescherming persoonsgegevens (Personal Data Protection Act).

18.3 A Client that is supplied by Rock Payroll with a foreign national within the meaning of the Wet arbeid vreemdelingen (Foreign Nationals Employment Act) declares that it is expressly aware of Section 15 of that Act, which provides, among other things, that the Client must obtain a copy of the document referred to in Section 1 of the Wet op de identificatieplicht (Compulsory Identification Act) from the foreign national at the start of work performed by that foreign national. The Client must carefully check that document, verify the foreign national’s identity by means of that document and keep a copy of that document in its records. Rock Payroll is not responsible or liable for any penalty imposed on the Client under the Foreign Nationals Employment Act.
18.4 Rock Payroll is not liable for any penalties or claims imposed on the Client on the grounds of failure to perform its obligations recorded in thisclause.
18.5 The Client must indemnify Rock Payroll at all times against any penalties imposed on and claims made against Rock Payroll on the grounds of failure of the Client to perform its obligations recorded in this clause.

Article 19. Prevention of discrimination

19.1 To prevent unlawful discrimination, in particular based on religion, personal beliefs, politics, gender, race, nationality, heterosexual or homosexual orientation, civil status, a handicap, a chronic illness, age or any other ground whatsoever, the Client may not stipulate any non-job- related requirements when providing information on the work to be assigned and Rock Payroll may not take such requirements into account.

Article 20. Works council membership

20.1 The Client must give a Seconded Professional who is a member of Rock Payroll’s works council or of the Client’s works council the opportunity to exercise those employee participation rights in accordance with the applicable legislation and regulations.
20.2 If the Seconded Professional is a member of the Client’s works council, the Client also owes the Client Rate for the hours during which the Seconded Professional performs work or receives training during working hours with regard to that employee participation.
20.3 The Client declares that it is aware of its duty of disclosure under the Wet op de ondernemingsraden (Works Councils Act) regarding the engagement or expected engagement of Seconded Professionals within its company. If and insofar as the Client wishes to base its compliance with that duty of disclosure on information provided or to be provided by Rock Payroll, only the information required under the Works Councils Act will be provided.

Article 21. Obligations regarding the Act on Allocation of Workers by Intermediaries

21.1 The Client declares that it is expressly aware of Section 8a of the Wet allocatie arbeidskrachten door intermediairs (Act on Allocation of Workers by Intermediaries) and must ensure that the Seconded Professionals have the same access to the facilities and services within its company, in particular canteens, child care and transport facilities, as the employees who work in its company in the same or equivalent positions, unless objective reasons justify the difference in treatment.
21.2 The Client declares that it is expressly aware of Section 8b of the Act on Allocation of Workers by Intermediaries and must ensure that any vacancies that arise within his company are specifically brought to the Seconded Professionals’ attention in a timely manner so that they have the same chances of an open-ended employment contract as that company’semployees.

Article 23. Obligations and Liability

23.1 A Client that fails to perform or to properly perform the obligations arising for it from Agreements and these General Conditions is liable for all the loss consequently incurred by Rock Payroll.

23.2 The Client is liable during the term of the Agreement for any loss incurred by Rock Payroll, the Seconded Professional and/or third parties as a result of actions and/or omissions of the Seconded Professional. Rock Payroll is not liable for any damage or loss incurred by the Client as a result of the actions and/or omissions of the Seconded Professional.
23.3 The Client must take out adequate insurance to cover the liability referred to in this clause.
23.4 Rock Payroll will use its best endeavours to perform the Agreement as a reasonably competent contractor.
23.5 If it is established in or out of court that Rock Payroll is liable towards the Client for any loss incurred in respect of the Agreement or on the grounds of a wrongful act or any other grounds, that liability, including any payment obligation under Section 6:230 and/or Section 6:271 of the Dutch Civil Code, is at all times limited as follows:
a. Rock Payroll is in no event liable for any loss incurred as a result of Rock Payroll acting on incorrect data/files/tools and information with which it was provided by or on behalf of the Client;
b. Rock Payroll is in no event liable for consequential loss, loss of profit, loss of income, loss of turnover, lost savings or loss caused by business interruption and other interruption on the part of the Client;
c. Rock Payroll’s liability towards the Client, including any payment obligation based on an obligation to undo a performance and any payment obligation under Section 6:230 of the Dutch Civil Code, is limited at all times to the amount paid by Rock Payroll’s liability insurer in the case in question;
d. if, for any reason whatsoever, no payment is made by Rock Payroll’s liability insurer, Rock Payroll’s liability, including any payment obligation under Section 6:230 and/or Section 6:271 of the Dutch Civil Code,
• on the grounds of a specific Agreement is limited to the aggregate amount of the last three invoices paid by the Client under that Agreement; and
• on any other grounds is limited to an amount of €10,000 per claim, whereby Rock Payroll’s total liability is at all times limited to an amount of €50,000 per year, regardless of the liability ground and the number of harmfulevents.
23.6 These limitations do not apply in the event of intent or gross recklessness of Rock Payroll and/or Seconded Professionals.
23.7 All of Rock Payroll’s subordinates may invoke the above provisions in relation to the Client and, if necessary, also in relation to third parties, in the same manner as Rock Payroll.
23.8 Any loss for which Rock Payroll can be held liable must be reported to Rock Payroll in writing as soon as possible but no later than eight days after it arises, on pain of forfeiture of entitlement to reimbursement of that loss. This term does not apply if the Client can prove that the loss could not be reported earlier for a valid reason.
23.9 A liability claim against Rock Payroll expires 12 months after the Client became aware or could reasonably have become aware of the harmful event.

Article 24. Intellectual and industrial property

24.1 At the Client’s request Rock Payroll will have the Seconded Professional sign a written statement to ensure or to promote, insofar as necessary and possible, that all intellectual and industrial property rights and the results of the Seconded Professional’s activities are owned by the Client or that they are or will be transferred to the Client. If any fee is payable to the Seconded Professional by Rock Payroll in that regard or if Rock Payroll otherwise incurs costs, that fee or those costs are payable to Rock Payroll by the Client.
24.2 The Client is free to directly enter into an Agreement with the Seconded Professional or to have him sign a statement regarding the intellectual and industrial property rights referred to in

clause 24.1. The Client must inform Rock Payroll of its intention to do so and must provide Rock Payroll with a copy of the Agreement/statement drawn up for that purpose.
24.3 Rock Payroll is not liable towards the Client for any fine or penalty forfeited by the Seconded Professional or any loss incurred by the Client as a result of the Seconded Professional invoking any intellectual and/or industrial propertyright.

Article 25. Confidentiality

25.1 Rock Payroll and the Client may not disclose to third parties any confidential information of or regarding the other Party or its activities and contacts that comes to its intention as a result of the assignment unless – and then only insofar as – proper performance of the Agreement requires the disclosure of that information or they are under a statutory duty of disclosure.
25.2 At the Client’s request Rock Payroll will obligate the Seconded Professional to observe confidentiality with regard to all information that comes to his attention in the performance of his work, unless the Seconded Professional is under a statutory duty ofdisclosure.
25.3 The Client is free to directly impose a duty of confidentiality on the Seconded Professional. The Client must inform Rock Payroll of its intention to do so and must provide Rock Payroll with a copy of the statement/Agreement drawn up for that purpose.
25.4 Rock Payroll is not liable for any fine, penalty or loss incurred by the Client as a result of breach of that duty of confidentiality by the SecondedProfessional.

Article 26. Governing law and choice of forum

26.1 These General Conditions and the Agreement are governed by Dutch law.
26.2 Any disputes arising from or related to a legal relationship between Rock Payroll and the Client will be exclusively settled in the first instance by the competent court of the Amsterdam district, unless mandatory rules of law so opposes. Rock Payroll nevertheless has the right at any time to submit the dispute to the court that has jurisdiction bylaw.