Article 1 Definitions

In these General Terms and Conditions the following definitions shall apply:

1. Flexvet: Flexvet B.V. secondment agency for veterinarians and paraveterinarians, established Bouwstraat 5, 7483 PE Haaksbergen, (Postbus 170, 7480 AD Haaksbergen), as registered with the Chamber of Commerce Veluwe and Twente under number 08088240.
2. Seconded Employee: Any natural person placed at the disposal of a third party by Flexvet for the purpose of performing work for that third party under the management and supervision of that third party.
3. Client: The legal entity to which the secondment force is made available.
4. Assignment: The service agreement between a client and Flexvet pursuant to which a secondment force is supplied by Flexvet to perform work, against payment of the client rate.
5. Service agreement: The agreement between Flexvet and the client pursuant to which one or more secondment workers/employees are supplied to the client by Flexvet, in exchange for payment of the client rate.
6. Posting: The employment of a secondment force in the context of an assignment.
7. Client rate: The rate payable by the client to Flexvet, as agreed and possibly adjusted in the course of the assignment as a result of amended agreements. The rate shall be charged on an hourly basis.
8. Hirer’s Remuneration: The hirer’s remuneration as defined in the Collective Labour Agreement for Temporary Agency Workers.
9. RI&E: Risk Inventory and Evaluation.

Article 2 Scope

1. These General Terms and Conditions shall apply to all assignments and other agreements between Flexvet and the client, and to all legal acts aimed at their conclusion.
2. Any purchase or other conditions of the client shall not apply and are expressly rejected by Flexvet.
3. Deviation from these General Terms and Conditions may be made only if agreed in writing in the agreement between the client and Flexvet and shall apply exclusively to that order.

Article 3 Duration of the assignment

1. The assignment is entered into for a definite or indefinite period of time.
2. The assignment for a definite period is entered into for a predetermined period of time or for a definite period that ends due to the occurrence of an objectively determinable event, which is named in the service provision agreement.

Article 4 Termination of commission

1. The assignment for an indefinite period of time ends by written termination by one of the parties, taking into account a notice period of one month.

Article 5 Termination of assignment

1. The assignment for a fixed period ends by operation of law when the fixed period expires or when an objectively determined event, as described in the contract for services, occurs.
2. The assignment shall end by operation of law if the client enters into a direct employment agreement with the secondment employee with due observance of the provisions of article 7 of these General Conditions.
3. The assignment shall end by operation of law if Flexvet can no longer supply the secondment power to the client, unless the client requests and/or allows Flexvet to supply a substitute secondment power.
4. The assignment shall terminate with immediate effect if Flexvet terminates the service agreement because:
   – the client has failed to fulfil its obligations arising from the assignment and the agreement to provide services and the conditions attached thereto;
   – the client is declared bankrupt, or
   – the client has been granted a moratorium or an attachment has been levied on the client’s property.

If Flexvet terminates on any of these grounds, the behaviour of the client on which the termination is based shall constitute the client’s request to terminate the posting. This shall not result in any liability of Flexvet for any damage suffered by the client as a result.

Article 6 End of the posting

1. Termination of the assignment shall also constitute termination of the posting.
2. The posting shall end immediately if the secondment employee has notified Flexvet and the client that he is no longer able to perform the agreed work due to incapacity for work caused by illness or accident.

Article 7 Direct employment relationship

The client is entitled to enter into a direct employment relationship with the secondment employee having an employment relationship with Flexvet only if the following conditions are met:

1. The employee has been employed by the client through Flexvet for a minimum of 1000 (one thousand) hours.
2. The client shall notify Flexvet in writing of its intention to enter into a direct employment relationship with the secondment employee, during the assignment or within 6 months after the end of the assignment, before giving effect to it.
3. The client shall not enter into an employment relationship with the secondment power if the secondment power cannot validly cause the employment agreement with Flexvet to terminate or has terminated, and if the client cannot validly cause the assignment with Flexvet to terminate or has terminated.
4. If the client wishes to enter into a direct employment relationship with the secondment force within the period of 1,000 (thousand) hours worked, the client shall owe Flexvet a fee. This shall be calculated on the basis of 1000 (thousand) hours minus the number of hours already worked within the same assignment times the commercial rate applicable to the employee concerned.

Article 8 Temporary suspension of employment

1. For the duration of the assignment, the client shall pay Flexvet the client rate per hour for the agreed number of hours per period (day/week/month), even if there is temporarily no work for the secondment worker.
2. In the event of an assignment where it has been agreed in writing that the secondment worker is made available on call, Flexvet shall charge the client rate only in respect of the number of hours worked.
3. Immediately above, if a secondment worker is made available on call, Flexvet shall charge at least three times the client rate per hour, even if the secondment worker is employed for less than three hours after being made available on call.
4. If a secondment employee has been made available on call, the secondment employee shall not be obliged to comply with the call. In such case the client may request Flexvet to supply a substitute secondment worker.
5. The above may be deviated from only if agreed otherwise in the service agreement.

Article 9 Special minimum payment obligations

1. The client shall be obliged to pay Flexvet at least the client rate per call calculated over hours worked, without prejudice to the client’s other obligations towards Flexvet, if:
   – the secondment employee reports at the agreed time and place to perform the agency work, but is not enabled by the client to commence the agency work;
   – pursuant to the assignment the scope of the agency work is less than fifteen hours per week and the times at which the agency work must be performed have not been set, or if it concerns a call-up agreement;
   – a call/assignment/provision or otherwise is withdrawn in part or in full by (the actions of) the client within four (4) days before the start of the work, or if the client alters the times of the call, Flexvet shall at all times be entitled to charge the client all costs over the period for which the initial call/assignment/provision or otherwise was made.

Article 10 Complaints

Protests against the invoices or services rendered by Flexvet shall be submitted by the client in writing and received by Flexvet within eight days of their date. No rights may be derived from complaints received after the said period. Any (temporary) protests shall not suspend the client’s payment obligation.

Article 11 Job and working hours

1. At the time of the assignment the client shall provide the job description to be performed by the secondment force. At Flexvet’s request, the client shall prove conclusively that the job description corresponds to the job actually performed.
2. The secondment employee’s working hours, number of working hours and rest periods shall be equal to the times and hours customary at the client’s, unless agreed otherwise in the agreement.
3. There is overtime if the work is performed in excess of the working hours per day or week or number of hours set by arrangement or schedule that is usual in the veterinary sector. Overtime after normal working hours, provided it does not exceed half an hour, is not regarded as overtime.
4. The holidays and special leave days for the secondment employee are regulated in the employment agreement between Flexvet and the secondment employee and are paid to the secondment employee as a percentage of the basic gross hourly wage.

Article 12 Working conditions

1. The client declares that it is aware of the fact that it is regarded as an employer under the Working Conditions Act. The client shall be responsible vis-à-vis the secondment worker and Flexvet for compliance with the obligations arising from Section 7:658 of the Netherlands Civil Code, the Working Conditions Act and related regulations in the area of workplace safety, health, welfare and good working conditions in general.
2. The client shall be obliged to provide the secondment worker and Flexvet with written information in good time, at least one working day before commencement of the work, regarding the required professional qualifications and the specifics of the job to be filled. The client shall actively inform the secondment worker about the Risk Inventory and Evaluation (RIE) used within its company.
3. If the secondment worker suffers an industrial accident or occupational disease, the principal shall, if required by law, inform the competent authorities immediately and ensure that a written report is drawn up immediately. The report shall set out the circumstances of the industrial accident or occupational disease in such a way that it can be ascertained with a reasonable degree of certainty whether and to what extent the industrial accident or occupational disease was caused by the fact that insufficient measures were taken to prevent the industrial accident or occupational disease. The client shall inform Flexvet as soon as possible of the industrial accident or occupational disease and submit a copy of the report drawn up.
4. The client shall compensate the secondment employee for any damage suffered by the secondment employee in the course of performing his work, if and to the extent the client is liable for such damage pursuant to article 7:658 and/or article 7:611 and/or article 6:162 of the Civil Code.
5. The client shall take out adequate insurance against liability under this article. At Flexvet’s request, the client shall provide proof of insurance.

Article 13 Liability

1. Any liability of Flexvet arising from the assignment shall be limited to the client rate to be charged by Flexvet to the client for the performance of the assignment, in respect of the agreed number of working hours and the agreed duration of the assignment, up to a maximum of three months. The maximum amount to be paid by Flexvet shall in no event exceed the amount to be paid by its insurance.
2. Flexvet’s liability for indirect damage, including consequential damage, loss of profits, lost savings and damage due to business interruption, shall in all cases be excluded.
3. Flexvet shall not be liable to the client for any damage or loss to the client, third parties or the secondment worker himself arising from acts or omissions of the secondment worker.
4. Flexvet shall not be liable to the client for any obligations entered into by or on behalf of secondment staff vis-à-vis the client or third parties, whether or not with the consent of the client or such third parties.
5. The client shall indemnify Flexvet against any liability (including costs including the actual costs of legal assistance) of Flexvet as employer of the secondment force – directly or indirectly – in respect of the damages, losses and obligations referred to in paragraphs 2, 3 and 4 of this article.
6. The client shall indemnify the Flexvet against any damage (including costs including the actual costs of legal assistance) suffered by the secondment employee in the performance of his work, if and to the extent the client and/or the Flexvet is liable therefor pursuant to article 7:658 and/or article 7:611 Civil Code.
7. If an industrial accident results in death, the client shall be obliged to compensate damage (including costs including the actual costs of legal assistance) in accordance with article 6:108 of the Civil Code to the persons referred to in that article.
8. Flexvet shall not be liable for any damage resulting from the deployment of labour force which turns out not to meet the requirements set by the client, unless the client files a written complaint in that respect with Flexvet within 8 days of commencement of the deployment and proves intent or wilful recklessness on the part of Flexvet in the selection.

Article 14 Hirer’s remuneration

1. The hirer’s remuneration includes the applicable statutory obligations in respect of the remuneration scheme.
2. If the client has a scheme in place that provides for compensation of travelling time or travelling hours in connection with work, Flexvet shall apply this scheme for the employee. If the employee’s travel hours or travel time are already regarded as hours worked, the client’s scheme for travel hours or travel time shall not apply.
3. The client shall inform Flexvet of any changes in the hirer’s remuneration in good time, at least as soon as they become known.

Article 15 Hourly remuneration for secondment worker

1. If the client is the Dutch (veterinary) government, the hourly remuneration of the seconding employee shall be comparable to that of a civil servant with the same job description.
2. If there is an arrangement between the KNMvD and the Dutch veterinary government such as VWA, LNV and others, the hourly remuneration shall be derived from this arrangement.
3. In deviation from the above, other hourly remuneration may be agreed in special circumstances.

Article 16 Client Rate

1. Flexvet shall determine the client rate on the basis of the hourly remuneration of the secondment employee.
2. Flexvet shall be entitled to unilaterally increase the client rate in the course of the assignment if:
   – rules regarding the remuneration of the secondment employee in the collective labour agreement or other regulations change;
   – social security contributions or taxes change;
   – a (periodic) wage increase and/or a (non-recurrent) mandatory payment ensuing from the collective labour agreement, the collective labour agreement and/or employment conditions scheme applicable at the client’s and/or laws and regulations.

Article 17 Invoices based on time sheets

1. Invoicing by Flexvet to the client shall be done on the basis of the time registration forms, also referred to as work sheets, signed for approval by the client and binding on the client. Unless agreed otherwise, this shall take place on a weekly basis.
2. The client is obliged to ensure that the correct hours and expenses are stated on the time registration forms.

Article 18 Payment

1. The client shall at all times be obliged to pay any invoice submitted by Flexvet for seconded temporary workers within fourteen calendar days of the invoice date, unless agreed otherwise.
2. Only payments to Flexvet itself shall be discharged. Payments to secondment workers or the provision of advances to secondment workers are prohibited, non-binding and never set-off.
3. If an invoice is not paid within fourteen calendar days, the client shall, without any notice of default being required, automatically owe interest on the outstanding amount of 1% per calendar month.
4. All costs incurred for collection, including the costs of legal assistance, shall be borne entirely by the client.

Article 19 Applicable law and competent court

1. Dutch law shall apply to all agreements to which these terms and conditions apply in full or in part.
2. Any disputes arising from agreements concluded under these conditions and to agreements resulting therefrom shall be submitted to the competent court in the district where Flexvet has its registered office.