General terms and conditions of Please
This section of the General Terms and Conditions applies to all of Please’s services.
Article 1: Definitions
The following terms are defined in these General Terms and Conditions
- Please: Please Employment Group B.V. and/or companies affiliated with it by virtue of Section 2:24b of the Dutch Civil Code, with its registered office at Panovenweg 12, (5708 HR) Helmond, the Netherlands;
- Employee: any natural person who carries out or will carry out work for a client under an employment contract through Please;
- Candidate: Any natural person who is recommended by Please to the client to carry out work;
- Employment agency contract: the employment contract between Please and the employee pursuant to which work will be carried out under the supervision and management of the client and to which the collective labour agreement for employment agency workers applies;
- Payroll agreement: the employment contract between Please and the employee pursuant to which work will be carried out under the supervision and management of the client and to which the employment conditions scheme applies;
- Client: natural or legal person who has entered into an agreement with Please for an assignment;
- An assignment: the agreement of assignment between Please and the client, which is further described in the cooperation agreement;
- Time registration: any form of hours registration of employees based on which the invoicing takes place;
- Hirer’s remuneration: the remuneration paid to the employee in accordance with the Collective Labour Agreement for Employee Agency Workers (CAO ABU);.
- Fee: The fee owed by the client to Please;
- Gross annual salary: the annual salary agreed upon between Candidate and client, including 8% holiday allowance;
- Parties: client and Please referred to jointly;
- Aybler: digital platform.
Article 2: Performance of the agreement
- Please has the complete freedom to have the performance of the agreement, including its invoicing, carried out in whole or in part by one or more companies affiliated with Please. This does not entail a change in the mutual rights and obligations between Please and the client.
- The client and Please will not discriminate in the agreed services on the basis of religion, belief, political opinion, gender, race, nationality, heterosexual or homosexual orientation, marital status, disability, chronic illness, age or any other grounds.
Article 3: Scope
- These general terms and conditions apply to all offers from and agreements with Please.
- These general terms and conditions also apply to any cooperation agreement or assignment that builds on, or results from, a previous assignment to which these General Terms and Conditions have been declared applicable.
- Any general terms and conditions of the client shall not apply.
- If any provision of these terms and conditions is invalid or is annulled, the remaining provisions of these terms and conditions shall remain in full force. The parties shall consult with each other to agree on provisions to replace the void or voided provisions, taking into account, as far as possible, the purpose and purport of the void or voided provision.
Article 4: Realisation of the assignment
- All offers of Please are without obligation, unless agreed upon otherwise in writing.
- An assignment is established by acceptance of the cooperation agreement by the client or if an assignment is implemented by Please. The client pays Please in accordance with Please’s current rates. All amounts agreed upon are exclusive of VAT.
- The client will provide Please with all necessary information in good time. If the client does not provide this information promptly, Please may suspend the implementation of the order and charge the client for any additional costs incurred.
Article 5: Payment and right of suspension
- Invoices will be paid by direct debit authorisation provided by the client. Collection will take place 1 day after the invoice date. The invoice should be regarded as a prenotification.
- Please has insured the risk of insolvency on the part of the client in most cases with Euler Hermes. In the event that Euler Hermes is no longer willing to insure outstanding claims of the client, the client undertakes to provide Euler Hermes with full disclosure of the most recent financial data in advance.
- If no direct debit mandate has been given, unless agreed upon otherwise in writing between the parties, the client is required to pay the invoice submitted by Please within 2 days of the date of the invoice. The client must check the invoice immediately. Complaints regarding (the amount of) the invoice must be made known to Please in writing within 8 days of the date of the invoice, on pain of forfeiture of the right to submit a complaint. A complaint does not suspend the payment obligation.
- Only payments to Please itself or to a legal entity authorised by Please to collect the amount in question have a liberating effect.
- If the client does not fulfil the obligation resulting from the agreement in full or on time, Please is entitled to suspend its obligations without being liable for any compensation.
- If an invoice from Please is not paid within the payment term, the client will be charged interest of 1% per calendar month or the statutory interest for commercial agreements pursuant to Section 6:119a of the Dutch Civil Code, whichever is higher. In regard to this, part of a calendar month will be considered a full calendar month.
- The invoice sent by Please to the client is proof of the interest and of the day on which the interest calculation commences.
- All costs of collection of the invoice, including the full costs of legal assistance, both in and out of court – by whomever provided – shall be borne entirely by the client.
- The compensation of extrajudicial collection costs shall be fixed at 20% of the principal sum due if this is less than €1,500, at 15% if the principal sum due is at least €1,500 and less than €3,750 and at 10% if the principal sum due is €3,750 or more. Please can charge these costs without any further proof as soon as Please has handed over the claim for collection. Please can also charge the additional costs to the client.
- Please is required to transfer an invoice that has not been paid in full 60 days after the payment deadline to the credit insurance company Euler Hermes.
Article 6: Guarantee
- If, in Please’s opinion, the client’s financial position and/or payment record so warrants, upon first written request from Please, the client will be required to:
– issue a direct debit authorisation;
– provide an advance or guarantee; and/or
– make adequate security available for its obligations to Please by means of a bank guarantee, pledge or otherwise.
- The size of the security and/or advance payment requested shall be proportionate to the amount of the client’s relevant obligations.
Article 7: Confidentiality
- Parties must treat information which they know or should understand to be confidential, including in any case fees and (personal) data of candidates and employees, as confidential. This confidentiality shall also continue to apply even after the assignment has ended.
- The parties shall also impose confidentiality on employees and third parties involved in the implementation of the agreement.
- The client may not make use of Please’s products outside the scope of this assignment, including the computer programme, system designs, working methods, advice, contracts or model contracts.
Article 8: Anti-solicitation clause
- Without Please’s permission, the client is prohibited from offering employment to employees and former employees of Please who carry out work at or from Please’s office in Helmond, or from having work carried out by parties other than Please.
- Former employees of Please are defined as employees whose employment with Please ended less than 6 months ago at the time of their intended employment with the client.
- In the event of breach of the prohibition in paragraph 1, the costs will be recovered from the client, the amount of which is set at 6 times the gross monthly salary of the employee concerned.
Article 9: Force majeure
- If Please cannot fulfil its obligations under the assignment for reasons of force majeure, it is not required to compensate any damage. Force majeure refers to any circumstance independent of Please’s will that temporarily or permanently prevents the fulfilment of the agreement and which is not at the risk of Please by law or according to standards of reasonableness and fairness.
- Force majeure will in any case include: strikes, sit-down strikes, blockades, embargo, government measures, war, revolution and/or any similar situation, power failures, failures in electronic communication lines, fire, explosion and other calamities, water damage, flood, earthquake and other natural disasters, as well as extensive illness of an epidemiological nature among staff.
- In the event of a situation of force majeure, Please will immediately inform the client.
Article 10: Dissolution of cooperation
- If a party seriously and persistently fails to meet its obligations, the other party shall be entitled to dissolve the cooperation extrajudicially by registered letter. Dissolution can only take place after the defaulting party has been notified in writing and has been given a reasonable time to remedy the breach.
- Each party is also entitled, without any reminder being required, to dissolve the agreement in full or in part extrajudicially with immediate effect by means of a registered letter if: the other party applies for or is granted a (provisional) moratorium, the other party is declared bankrupt, the other party’s company is wound up, the other party discontinues its company and a considerable part of the other party’s assets are seized without the intervention of this party, or if the other party must otherwise no longer be deemed capable of fulfilling the obligations arising from the agreement.
- If, at the time of dissolution, the client had already received performances in implementation of the agreement, he may only partially dissolve the agreement and only for that part which has not yet been implemented by or on behalf of Please. Amounts that Please has invoiced to the client before the dissolution in connection with what it has already carried out in implementation of the agreement will remain payable by the client in full and will become immediately due at the moment of dissolution.
Article 11: General provisions
- Please will make every effort to serve the client to the best of its ability.
- In the event of a difference of opinion about the interpretation of the assignment and/or the terms and conditions thereof, the parties shall try to reach a solution in proper consultation.
- Changes or additions to the agreement are only binding if they have been agreed in writing between Please and the client.
- These General Terms and Conditions are governed by Dutch law. The judge in the district of Oost Brabant is competent to take cognisance of all disputes between the client and Please. Please remains entitled to sue the client in a court of law that would be competent without the above choice of forum.
Chapter: Recruitment and Selection
This section of the General Terms and Conditions applies to the recruitment and selection of candidates.
Article 12: Candidates
- Please bases its recruitment and selection of candidates on the information provided by the client regarding the desired profiles, work experience and educational requirements. Please assumes that this information is correct.
- Please will strive to nominate one or more candidates. Time indications within which an order must be completed are always considered indicative. Please cannot be held accountable if, for whatever reason, Please cannot offer a candidate or cannot offer a candidate in time.
- The digitalised recruitment and selection module can be used to carry out the assignment. Access to this module is made available to the client to support Please’s services.
- Please may, without being instructed by the client, offer potentially suitable candidates to the client with a view to (possible) vacancies.
Article 13: Liability and indemnity of Please
- The client is responsible for the final selection of a candidate. Please does not accept liability if the employee does not meet expectations.
- Please is not liable for any damage of any kind suffered by the client as a result of the unsuitability of the candidate or employee.
Article 14: Compensation
- Without Please’s written permission, the client and all its affiliated companies are not permitted to enter into an employment, cooperation or contractual relationship of any kind with a candidate directly or indirectly for a period of 12 months after a candidate has been introduced by Please. This prohibition also applies if the candidate has approached the client or its affiliated company himself.
- The client is prohibited from passing on information about the candidate(s) introduced by Please to third parties or introducing those candidates to third parties.
- Violation of the provisions of paragraphs 1 and 2 will lead to a fine payable to Please on demand in the amount of 25% of the gross annual salary of the candidate concerned. The minimum fine is €25,000 under all circumstances. If the client has not informed Please of any gross annual income, or has reported an incorrect gross annual income, Please will determine the gross annual income based on the information in its possession regarding the position and the labour market.
Article 15: Recruitment fee
- Please will charge the client a recruitment fee as soon as an agreement is concluded between the client (or a third party) and the candidate based on which the candidate will carry out work at or for the client’s company or its affiliated companies, and the employee has not worked for the client for at least 1,040 hours based on an employment agency contract with Please, which hours have also been invoiced by Please to the client and paid by the client to Please.
- If the client or its affiliated companies enter into an agreement with an employee made available to them by Please who has not yet met the standard of the minimum 1,040 hours, an amount equal to 25% of the most recently prevailing rate over 1,040 hours will be owed to Please, with deduction of the hours already worked by the employee and invoiced by Please to the client.
- The costs of a recruitment or selection procedure payable by the client to Please are expressed as a percentage of the gross annual salary that the candidate will earn at the client’s company. This percentage is stated in the cooperation agreement. If no salary has been submitted to Please, Please will determine an annual salary in line with the labour market.
- If, following a preselection, several candidates enter into employment with a client, the client is required to pay the recruitment fee for each candidate recruited.
Chapter: Hiring employees (payroll/staffing)
This section of the General Terms and Conditions applies to employees who carry out work for Please.
Article 16: Posting
- The employees are employed by Please and carry out the work for the client based on employment agency contracts, including payroll agreements.
- Please transfers the authority to issue orders to the employee to the client. Outside of the assignment, it is not possible to have the employee work without Please’s permission.
- The individual agreements concerning the employees will be confirmed by means of the Aybler web application, including the duration of the employment contract, the salary and the corresponding fee.
Article 17: Hiring of employment agency workers (not payroll workers)
- Please carries out the recruitment and selection of the employee and can make use of a digitalised recruitment and selection module. Please is only required to carry out the recruitment and selection of employees to the best of its ability.
- Prior to the allocation by Please, the client must provide Please with the vacancy in question. When Please has recruited and selected the employee, Please will arrange for the proper employment agency contract, which will be offered to the employee.
- If it turns out afterwards that the employee does not meet the required qualities, or if for other reasons the employee cannot work (any longer) for the client, Please is not required to provide a replacement.
- Please has the right to make the employee available to someone other than the client without the client’s consent.
- If the employment agency contract between Please and an employee contains a valid employment agency clause, the client may terminate the posting of the employee concerned with immediate effect during these 78 weeks. During the applicability of the agency clause, Articles 20, 23, 24.2, 24.3 and 24.4 shall not apply.
Article 18: Hiring of payroll workers
- If the recruitment and selection has not been carried out by Please, but Please is only asked to give further substance to the legal employership, Please will offer the employee a payroll agreement.
- If it turns out that the employment relationship is unintentionally classified as a payroll agreement, the additional costs arising from this will be charged to the client.
- Please is not required to enter into a payroll agreement with an employee designated by the client.
Article 19: Dutch Compulsory Identification Act
- At the time that the employee starts working for the client, the client is required to establish the employee’s identity by means of a valid identity document. Please will check the validity of the documents.
- The client may not make copies of or keep the proof of identity. In the case of a foreign national, the client must keep a copy of the identity card and other documents showing that the foreign national is permitted to work in the Netherlands.
- For the purposes of NEN 4400, the client must permit both Please and Please’s inspection body to check this procedure at random on location.
- If Please suffers damages as a result of incorrect compliance with the obligations in paragraphs 1 and 2, the client is required to pay these damages to Please.
Article 20: Contract hours and on-call contract
- If a fixed number of contract hours has been agreed upon with the employee, the client must give the employee the opportunity to actually work these contract hours. If the employee was unable to carry out his contractual hours due to circumstances at the client’s company or circumstances that can reasonably be attributed to the client, Please shall be entitled to invoice the client for the number of contract hours.
- If the contract hours have not been (clearly) agreed upon or the actual contract hours exceed the agreed upon scope, the number of contract hours shall be presumed to be equal to the average scope of the actual contract hours in the three preceding months. If the employee invokes this legal presumption, Please is entitled to invoice these average contract hours.
- If an employee is employed based on an on-call contract after 12 months of employment, Please is required to make the employee an offer of contract hours consisting of the average calculated over the preceding 12 months. If the employee accepts the offer, he or she will acquire a fixed number of contractual hours per week.
Article 21: Short notice and cancellation of a call
- If the number of contract hours agreed upon is fewer than 15 hours per week and the times when the work must be carried out have not been fixed, the client is required to pay Please at least the hourly rate calculated on three hours worked per call.
- The situation in which an employee is called up for an unspecified number of hours and arrives at the agreed upon place and time, but is not given the opportunity to carry out work, is equivalent to this.
- If a call is (partly) withdrawn or changed by the client less than 4 days in advance, the employee is entitled to the pay that he/she would have received if he/she had worked in accordance with the call. In case of a payroll agreement, this period may be reduced by collective labour agreement, but not to less than 24 hours.
Article 22: Information provision
- If Please should be considered as successive employer, the client is required to provide Please with correct and complete information about the employee’s employment history with the client (possibly through third parties), stating not only the duration of the employment, but also the number of employment contracts. The client is also required to provide correct and complete information about the duration of the sick leave and the employee’s performance at the client’s company.
- If the client does not comply with the obligation as stated in paragraph 1 and thereby suffers a loss, or must incur costs to limit the loss, these losses and costs will be invoiced to the client.
Article 23: Leave card and leave scheme
- If the registration of leave days or time-for-time has been transferred from Please to the client (leave card), the client is responsible for a correct registration, which must be able to be shown at any time upon request by Please or the employee. If the employee disputes the balance of the leave hours, Please has the right to determine the balance of the leave hours as stated by the employee, unless the client can prove otherwise.
- If, when using a leave card, the employee still has accumulated, unused days of leave at the time the employment contract was terminated, these will be invoiced to the client.
Article 24: Incapacity for work of the employee.
- If the employee reports sick, the client must inform Please immediately. If the client does not do so in time, the costs will be invoiced to the client.
- During the employee’s incapacity for work, the contract hours, or the scope of work as set out in Article 20, will be invoiced during the period of deductible. The deductible applies per notification of sickness per employee, unless the employee concerned has been recovered for less than 4 weeks.
- If the company doctor determines that the employee is unfit for work due to a labour conflict between the client and employee, the hours will be invoiced to the client even after the duration of any agreed deductible, as well as any costs for reintegration.
- The client shall cooperate in reintegrating the employee as far as possible into his own job or into an adapted job. Please can invoice the client for the hours worked by the employee at the client’s premises. This is only different if the company doctor states that an employee does not contribute to the work process.
Article 25: Time registration and invoices
- The salary will be paid based on a time registration form, which will be supplied by the client. The time sheets supplied by the client are binding as soon as they are received by Please. If contract hours have been agreed upon with the employee, Please has the right to re-invoice these fixed hours to the client. Please can invoice the hours of the employees weekly, 4-weekly or monthly to the client.
- If the client uses time registration in Aybler, the relevant user conditions will apply. The client and Please may agree that time reporting will not take place by means of Aybler. The use of a deviating time registration shall take place entirely at the client’s expense and risk.
- The client shall ensure that the time registration form is filled in correctly and completely, such as: the number of hours worked, overtime hours, irregular hours and the other hours for which the hourly rate is payable, as well as any surcharges and any expenses actually incurred. The client is responsible for the consequences of any incomplete or late submission of the time sheets.
- If the employee disputes the time sheets supplied by the client, Please may determine the hours as stated by the employee, unless the client can demonstrate that the hours are correct or that the employee had already agreed to the time sheets supplied.
- If an employee claims the statutory increase (penalty) pursuant to Section 7:625 of the Dutch Civil Code, and/or the statutory interest pursuant to Section 6:119 of the Dutch Civil Code, due to the failure to provide the time sheets correctly and/or on time, this damage will be invoiced to the client. In such a situation, Please can act in a damage-reducing manner and estimate the time worked in a reasonable manner, or process the incomplete time sheets.
Article 26: Working abroad
Without the written permission of Please, a client cannot allow an employee to work outside the Netherlands. To grant permission, Please must know where the employee will be working, as well as the nature and estimated duration of the work. Please can revoke the permission, requiring the employee to return to the Netherlands immediately.
Article 27: Company car
- Without written notification, Please can assume that no company car will be made available to an employee.
- When using a company car, the client is required to provide Please with correct and complete information regarding the make, model, year of manufacture, list price (including VAT and BPM) and registration number of the car. Any changes must be reported to Please immediately.
- Damages suffered by Please due to non-compliance with paragraphs 1 and 2 will be invoiced to the client.
Article 28: Fee
- Please charges the client an hourly fee. This fee includes:
– gross salary and holiday allowance;
– days of leave (except when using a leave card);
– remittance of payroll tax and social security contributions;
– personnel, salary and absence administration;
– continued payment of wages during incapacity for work, taking into account the deductible;
– participation in pension scheme according to pension regulations;
– gatekeeper function and reintegration obligations;
– collective employee benefits.
- When using a leave card as referred to in Article 23, payment for days of leave is not included in the fee.
- The payment of a public holiday is not included in the fee, unless agreed upon otherwise in writing.
- Any leave arrangements based on legislation and/or collective labour agreement and any special leave are not included in the fee, unless agreed upon otherwise in writing.
- Any financial benefits arising from the employment and/or retention of certain groups of employees will only be reimbursed to client after they have been received by Please. In case of a labour cost advantage, this will not be compensated to the client, unless explicitly agreed otherwise in writing.
Article 29: Increase of the fee
- Please can increase the hourly rate if the employee’s remuneration is increased due to indexation, age, years of service and/or changes in the employee’s terms of employment lead to higher costs for Please. Please can also increase the hourly rate if the wage costs increase due to a change in legal provisions, a government measure or binding regulation, if the employer’s share in premiums, payroll tax or other premiums payable by Please change, or if the insurance policies taken out to cover risks previously covered by social insurance laws are increased.
- If the remuneration and/or the hourly rate has been set too low, Please may retroactively bring the remuneration and/or the corresponding hourly rate up to the correct level and invoice the extra costs to the client.
- If the operational costs or the risk for Please increases, Please can raise the rate and the client will be informed of this and of the reasons for the increase.
- The position and/or grading can be adjusted during the assignment if the employee reasonably claims such an adjustment based on the laws and regulations, a collective labour agreement and/or employment conditions scheme of the client.
- The client will inform Please immediately of any changes in the client’s remuneration scheme, of any salary increases and/or of any changes in a possible collective labour agreement to which the client would be bound in respect of employees employed by the client.
- If the circumstances specified in this article lead to an adjustment of the remuneration, Please will charge the additional costs involved to the client, with retroactive effect if necessary.
- Please will make an effort to inform the client about the maximum allowable net remuneration or benefits in kind. If a net payment or provision has been made that exceeds the fiscally permissible amount, the costs and/or damages to Please will be invoiced to the client. The client is required to make the net expenses reimbursed to Please plausible and to submit the relevant evidence.
Article 30: Working conditions and safety
- The client is responsible to the employee for safety in the workplace and good working conditions in general.
- The client is responsible for correctly observing the regulations regarding rest and working hours. The client shall indemnify Please for any damage resulting from incorrect compliance with the regulations concerning working conditions and rest and working hours.
- The client must provide written information to the employee about the specific characteristics of the position. The client shall provide an up-to-date risk assessment and evaluation and inform the employee about the relevant workplace(s).
- If the employee suffers an accident at work or an occupational illness, the client shall, if required by law, immediately inform the Inspectorate SZW (Social Affairs and Employment) and draw up a written report in which the circumstances of the accident are recorded. The client shall inform Please as soon as possible about the industrial accident or occupational illness.
Article 31: Liability
- The client is liable for all damage caused by the actions or omissions on the part of the employee.
- Please is not required to pay any compensation, direct or indirect, to the employee or to goods or persons at or of the client’s company or a third party, which damage arose as a result of the provision of the employee, the termination by, and an act or omission of the employee, including entering into commitments by the employee.
- The client shall indemnify Please against all claims for damages. If Please is nevertheless liable, Please’s liability for any direct loss shall in any event be limited to the amount or amounts covered by Please’s general liability insurance. This damage limit applies to all cases of damage at the client’s expense resulting from acts or omissions on the part of Please. Please shall never be liable for indirect damages, including consequential damages, such as damages for loss of profit or reduction in revenue.
- The client must take out comprehensive liability and damage insurance for all direct and indirect damages.
- Please has the right to take action to limit damage. The costs of this shall be borne by the client.
Article 32: Students
- At the client’s request, Please can offer a reduced rate for students. To qualify for this student rate, the client must explicitly state at the time of registration and with every request for an extension of the employment contract that it concerns a student.
- A student is defined as an employee who is studying in daytime education and has a valid student card or enrolment certificate from the educational institution, is younger than 27 years of age and has an employment contract with a duration of up to 1 year.
- As soon as the conditions of paragraph 2 are no longer met, the student rate shall end and the regular rate shall apply effective immediately.
- If at any time no valid student card or certificate of enrolment can be shown, Please will apply the regular rate retroactively from the beginning of the employment contract of employment based on no deductible in case of illness.
Article 33: Termination of the employment contract
- Please will inform the client about the termination of the fixed-term employment contract and will ask the client whether it can be extended. If the client does not respond in any way, Please has the right to extend the employment contract with the employee.
- If, at the end of the employment contract, a claim has arisen against the employee in connection with incorrect time registration and/or time registration not submitted on time, too many days of leave taken and/or advance payments made on the instructions of the client, Please will try to recover this claim from the employee. If the employee refuses to pay, Please will invoice this claim to the client.
- The client indemnifies Please for all costs and damages, both direct and indirect, arising from the termination of the employment relationship between Please and the employee, including any compensation pursuant to Sections 7:673, 7:677, 7:681 and 7:685 of the Dutch Civil Code, death benefits and any orders to pay legal costs. The client must provide all the necessary support and information that Please indicates it requires in the context of legal proceedings to be conducted. Any proceedings will be conducted in close consultation with the client
Article 34: Termination of the employment contract
- An employee’s posting to the client always applies for the duration of the employment contract. A placement cannot be terminated prematurely by the client, unless this concerns a validly agreed upon employment agency contract with employment agency clause or if a valid probationary period can be invoked.
- If the client wishes to terminate the posting prematurely, such termination shall only be effective from the date on which the employment contract is duly and lawfully terminated.
- If the cooperation between Please and the client ends for any reason while an employment contract is still in place between Please and an employee, Please can recover from the client any damage and costs related to the continuation or termination of the employment contract.
Article 35: General Data Protection Regulation (GDPR)
- Please provides the personal data to the client exclusively for the implementation of this agreement. The client is to be regarded as a processor in accordance with the GDPR and will only process the personal data for the purpose set out in this chapter.
- When processing data within the framework of this Agreement, the client shall act in accordance with the applicable laws and regulations in the field of personal data protection. The client will ensure that appropriate technical and organisational measures are taken to secure personal data against loss or any form of unlawful processing, taking into account the state of the art and the costs of implementation
- The client has the option, with Please’s consent, to engage another organisation as a subprocessor in the implementation of work, under the express condition that the client agrees with this third party on similar provisions as those in this agreement regarding the processing of personal data in the performance of the agreement.
- Unless explicit written consent has been obtained from Please, the client shall not process personal data outside a Member State of the European Union.
- The client shall require the persons employed by or working on behalf of the client to observe secrecy with regard to all personal data of which they can become aware in connection with the implementation of this agreement. The client will inform Please immediately of any request to inspect, provide or otherwise communicate the data in breach of the duty of confidentiality.
- The client shall inform Please in a timely manner about a data breach, within the meaning of the GDPR. Thereafter, the client shall keep Please informed of the measures that the client is taking to limit the consequences of the data leak and to prevent any recurrence. The client shall grant Please its full cooperation to enable it to comply with the obligation to report to the Dutch Personal Data Authority and to the parties concerned.
- At the moment that this agreement ends, the client will destroy all the personal data that will no longer be made available in connection with the provision of services by Please.
Chapter: Back office services
This portion of the General Terms and Conditions applies to the performance of staff and salary administration by Please, whereby the client is the legal employer. Wherever this chapter refers to an employee, this refers to an employee whose legal employer is the client.
Article 36: Back office services
- The work by Please consists of handling the payroll administration and contract management for the employees employed by the client:
– preparing and providing digital payslips for each employee;
– preparing and providing the digital annual statement for each employee;
– drawing up a payment overview for the client;
– providing the payroll journal entries to the client;
– supplying Sepa files for the purpose of reading the payment data;
– arranging the wage tax return;
– keeping the Expense Allowance Scheme (WKR) records;
– processing declarations;
– offering collective wage statements to the client;
– leave and absence registration;
– drafting standard employment contracts and contract management;
– carrying out ID checks;
– pro-forma calculations and drafting employer’s declarations;
– first remuneration interview;
– use of digital platform Aybler;
– use of the help desk.
- Any additional services are listed in the cooperation agreement.
Article 37: Provision of information
- Prior to the commencement of each individual assignment, the client must inform Please of the prevailing terms of employment of the relevant employee and the desired duration of the employment contract. In addition, before the commencement of the assignment, the client shall indicate whether the employee has an employment history with the client (possibly through third parties), what the duration was and how many contracts this concerned.
- The client guarantees the accuracy, completeness and reliability of the data and documents made available to Please, even if the data originates from third parties.
- The client will inform Please in good time, and in any event immediately, of any changes in the applicable terms of employment.
- Information, data and documents can be delivered by means of the web application Aybler. The employees employed by the client falling under the back office services are given access to this web application. The client periodically supplies the hours to be paid. If a fixed number of contract hours has been agreed upon with the employee, it can be agreed that supplying hours per period is unnecessary.
- The hours received by Please or the agreed upon contract hours form the basis for the processing of the payroll for Please.
- Please is responsible for preparing pay slips and annual statements. The pay slips will be offered to the client’s employees per pay period through the web application Aybler.
- In the event of a change in the delivery of information, Please will inform the client immediately.
Article 38: Duty of care and liability
- Please will provide the services to the best of its knowledge and ability. In accordance with Section 7:402 of the Dutch Civil Code, Please’s duty of care (and resulting obligations to perform to the best of one’s ability) must be seen in the light of the nature and content of this agreement.
- Please cannot be held responsible for incorrect application of the terms of employment as they apply to the client. Please is only the executor of the information obtained by the client.
- If Please provides advice in the area of terms of employment, collective labour agreements, taxation, laws and regulations and/or other areas, this will be done on the condition that the client is free to follow this advice and/or have it verified. Please does not accept any liability for the accuracy and/or completeness of advice.
- The client shall indemnify Please against all claims for damages. If Please is nevertheless liable, Please’s liability for any direct loss shall in any event be limited to the amount or amounts covered by Please’s general liability insurance. This damage limit applies to all cases of damage at the client’s expense resulting from acts or omissions on the part of Please. The client shall never be liable for indirect damage, including consequential damage suffered by the client or a third party, such as damage consisting of loss of profit or reduced revenue.
- Please declares to have taken out professional and/or liability insurance that provides sufficient cover against damage that can occur during or as a result of the implementation of the agreed upon work. Any liability on the part of Please is at all times limited to the amount paid out by the insurer under the insurance policy taken out by Please.
Article 39: Dutch Compulsory Identification Act
- The client is required to establish the employee’s identity by means of a valid identification document. As a legal employer, the client is also required to make a copy of this document and keep this copy in its own records.
- Please will check whether the employee is permitted to work based on the proof of identity provided.
Article 40: Company car
- The client shall not make a motor vehicle (hereinafter: “car”) available to the employee unless this has been notified to Please in writing. If the client provides the employee with a car during the term of this agreement, the client is required to report this to Please immediately in writing.
- When using a company car, the client is required to provide Please with correct and complete information regarding the catalogue value including VAT. The client is also required to report any changes in this respect to Please immediately.
Article 41: Termination of the employment contract
Please will inform the client about the termination of the fixed-term employment contract and will ask the client whether it can be extended. If the client does not respond in any way, it can be assumed that the client does not wish to agree to an extension of the employment contract, as a result of which Please has the right to inform the employee that the employment contract will not be extended.
Article 42: Incapacity for work of the employee.
The client must report any illness of the employee to Please immediately to enable it to carry out proper personnel and salary administration. Unless agreed upon otherwise in writing, the client itself is responsible for absenteeism counselling and compliance with the Eligibility for Permanent Invalidity Benefit (Restrictions) Act [Wet Verbetering Poortwachter].
Article 43: Fee
- For carrying out the work in connection with this agreement, Please receives a fee as specified in the cooperation agreement.
- Please has the right to adjust the prices as follows:
- Once a year (usually in January of the new year) with a maximum of the inflation correction consumer price index of Statistics Netherlands (CBS). Please will inform the client of the aforementioned adjustment promptly.
- Once every 2 years with a maximum of 1% above the said CBS inflation correction based on social or internal developments.
Article 44: Duration and termination of the back office services
The back office services are entered into for an indefinite period and can be terminated by either party in writing, subject to a notice period of 3 months, whereby termination can take place at the end of the calendar month.
Article 45: General Data Protection Regulation (GDPR)
- Please processes personal data within the meaning of the General Data Protection Regulation (hereinafter: “the GDPR”) and must be regarded as a processor. The personal data is only processed for the implementation of HR services, including the correct administration of personnel and wages. Please will process the personal data in a proper and careful manner, in accordance with the GDPR, and secure the data in accordance with the latest state of the art.
- Please does not process personal data outside a Member State of the European Union. Please will not provide personal data to third parties unless this is necessary for the proper performance of its services. If Please is required to provide information under a legal obligation, Please will verify the basis of the request and the identity of the requester.
- Please will inform the client in a timely manner about a data breach, within the meaning of the GDPR. Thereafter, Please will inform the client of the measures that Please is taking to limit the consequences of the data breach and to prevent a recurrence.
- At the moment of termination of this agreement, Please will destroy all data concerning personal data that is no longer required in connection with the provision of services by Please.
Chapter: Expert services
Article 46: Order implementation
- The adviser shall base the commission on the information supplied by the client. The client provides Please with all essential information necessary for the implementation of the order in good time.
- Please will carry out the assignment to the best of its knowledge and ability based on the information provided by the client. This obligation has the character of a best-effort obligation, since achieving the intended result cannot be guaranteed.
- If Please wishes to involve a third party in the implementation of the order, this will only take place after the client has expressly agreed to this in writing.
- The assignment will be carried out by a predetermined adviser from Please. If, due to unforeseen circumstances, Please is forced to make changes to the already determined consultant before or during the implementation of the assignment, Please will do so after consultation with the client. The change must not diminish the expertise of Please’s advice, nor adversely affect the continuity of the assignment.
- If hours have already been scheduled for the assignment, this appointment can be cancelled free of charge in good time, i.e. no later than 48 hours before the start of the appointment concerned. If you do not cancel or do not cancel in time, Please will be required to charge 100% of the hours already planned for the relevant appointment.
Article 47: Fee
- The cooperation agreement states the fee for the advice, excluding assignment-related costs such as travel and accommodation costs, the costs of third parties engaged in consultation with the client and/or ICT resources to be deployed specifically for the assignment. Unless stated otherwise, the rate is an hourly rate.
- If possible and desired by the client, Please will prepare a cost estimate of the maximum total rate to be charged to the client. Deviations from this cost estimate are permitted, provided they are substantiated, to a maximum of 10% above the amount of the cost estimate. Activities not specified in the cooperation agreement will be charged separately.
Article 48: Change of fee
- Please has the right to adjust the fee (not order-related) as follows:
– Once a year (usually in January of the new year) with a maximum of the inflation correction consumer price index of Statistics Netherlands (CBS). Please will inform the client of the aforementioned adjustment promptly.
– Once every 2 years with a maximum of 1% above the said CBS inflation correction based on social or internal developments.
- In addition, Please has the right to increase the order-related costs in the interim, if these costs have increased.Article 49: Adjustment of the assignment
If the parties wish to change the approach, method or scope of the assignment in the interim, the client accepts that the time schedule of the assignment will change. If this change results in more work for Please, this will be invoiced to the client as an additional cost.
Article 50: Liability
- The results of the assignment depend on many factors outside of Please’s control. Despite the fact that the order is carried out by Please to the best of its knowledge and ability, in accordance with the requirements of the order, Please cannot provide any guarantee regarding the results of any advice given. Please therefore has no obligation to achieve a result.
- The client indemnifies Please for any claims for damages, provided there is intent or wilful recklessness on the part of Please.
Article 51: Termination of the assignment
These services are entered into for the period and/or for a fixed project as stated in the cooperation agreement or for an indefinite period and can be terminated by either party in writing with due observance of a notice period of 1 month, whereby termination can take place at the end of the calendar month.
Article 52: General Data Protection Regulation (GDPR)
- Please processes personal data within the meaning of the GDPR. The data will only be processed for the purpose of providing advice, as further specified by the parties in the cooperation agreement. The client shall provide information solely for the purpose of implementing agreement. The client is to be regarded as the controller in accordance with the GDPR. Please will process the personal data in a proper and careful manner in accordance with the GDPR and secure the data in accordance with the latest state of the art.
- Please is not permitted to provide data to third parties, except upon written request from the client or with written consent. If Please must provide data by virtue of a legal obligation, Please will verify the basis of the request and the identity of the requesting party and inform the client prior to providing the data.
- Please will inform the client in a timely manner about a data breach. Please will then inform the client of the measures that Please is taking to limit the consequences of the data breach and to prevent a recurrence.
- At the time that the assignment ends, Please will destroy the data provided by the client in connection with the advice to be given.