GENERAL TERMS AND CONDITIONS FOR SECONDMENT YES TECH CAREERS B.V. ARTICLE 1 – DEFINITIONS 1.1 In these general terms and conditions, the following definitions apply: a. Client: the natural person or legal entity that has instructed yes tech careers B.V. to make qualified employees available for a fixed period of time; b. Contractor: yes tech careers B.V., established in Borne (Overijssel). c. The general terms and conditions: these general terms and conditions for “Secondment” used by yes tech careers B.V. d. Assignment and/or agreement: any agreement between yes tech careers B.V. and the client concerning the hiring of qualified employees, unless the parties have expressly agreed otherwise in writing. e. In these General Terms and Conditions, yes tech careers B.V. also means: the Seconded employee who will carry out the assignment concerned on behalf of yes tech careers B.V. f. Each assignment is recorded in writing by means of an agreement between the client and yes tech careers B.V. An agreement between yes tech careers B.V. and a client is only concluded after the agreement has been legally signed by both parties, or at the moment the execution of the assignment begins. g. Dutch law applies to every agreement to which these General Terms and Conditions apply. If any provision of these terms and conditions is declared invalid, unlawful or unenforceable by a competent court, that provision will be severed from the General Terms and Conditions and all other provisions will remain in full force and effect. All disputes will be settled exclusively by the competent court in whose jurisdiction Borne is located. Insofar as these terms and conditions have also been drawn up in a language other than Dutch, the Dutch text is binding in the event of disputes. ARTICLE 2 – APPLICABILITY 2.1 These general terms and conditions apply to all service agreements that yes tech careers B.V. has concluded with the client, unless the parties have expressly agreed otherwise in writing. 2.2 yes tech careers B.V. expressly rejects the applicability of any general terms and conditions of the client. 2.3 By placing an assignment and/or having services performed by or on behalf of yes tech careers B.V., the receiving party accepts the general terms and conditions as client, and these are deemed (tacitly) to form part of the agreement, without any further written confirmation by yes tech careers B.V. or the client being required. ARTICLE 3 – OFFERS/AGREEMENT 3.1 All offers and/or quotations from yes tech careers B.V. are entirely without obligation. 3.2 Subject to the provisions below, an agreement with yes tech careers B.V. is only concluded after yes tech careers B.V. has accepted or confirmed an assignment in writing, or at the moment yes tech careers B.V. actually starts executing the agreement. 3.3 The confirmation of the assignment is deemed to reflect the content and scope of the agreement correctly and completely. 3.4 If the assignment has not been accepted or confirmed in writing and yes tech careers B.V. nevertheless actually executes the agreement, the parties will regard the invoice as confirmation of the assignment, which is also deemed to reflect the content and scope of the agreement correctly and completely. ARTICLE 4 – DURATION OF THE AGREEMENT; TERMINATION 4.1 In close consultation with the client, the nature and objective of the project, the duration of the project and other relevant matters relating to the project are clearly described in the agreement. 4.2 yes tech careers B.V. may at any time refuse assigned work if it falls outside the agreed assignment. 4.3 Should a project, for whatever reason, not be completed within the period set for it in the contract, a suitable solution will be sought in mutual consultation with the client. 4.4 Depending on the duration of the assignment, an evaluation will take place during and at the end of each assignment. A form is completed for this evaluation, of which the client receives a copy (if he/she so wishes). 4.6 The client may terminate the agreement in writing before the end of its term, subject to a notice period of one month, commencing on the 1st day of the following calendar month. 4.7 yes tech careers B.V. may terminate the agreement before the end of its term, subject to a notice period of one month, commencing on the 1st day of the following calendar month. ARTICLE 5 – BEST-EFFORTS OBLIGATION; LIMITATION OF LIABILITY; INDEMNIFICATION 5.1 Within the framework of an agreement concluded between it and the client, yes tech careers B.V. will do what is reasonably within its power to make the secondment of employees a success. However, yes tech careers B.V. does not guarantee any result with regard to the work to be performed within the framework of the secondment. 5.2 Yes tech careers B.V. is only liable to the Client for damage arising in connection with this agreement if that damage was caused by intent or deliberate recklessness of managerial subordinates of yes tech careers B.V. Yes tech careers B.V. is not liable for any other damage. 5.3 Yes tech careers B.V. is never liable for loss of income, missed savings, property damage, indirect damage and consequential damage of the Client. 5.4 The liability of yes tech careers B.V. is limited, for each event causing damage, to the amount paid out by its liability insurer in connection with that event. If the liability insurer of yes tech careers B.V., for whatever reason, does not pay out, the liability of yes tech careers B.V. per event causing damage is limited to the amount invoiced to the hirer in the month preceding the notification of damage. In the absence of a preceding month, the decisive amount is what yes tech careers B.V. would have charged the hirer, under the terms of the hiring agreement, in the month in which the event causing the damage occurred. The total liability of yes tech careers B.V. in a contract year will never exceed 70% of the annual turnover arising from the applicable hiring agreement. 5.5 The limitations of liability referred to in articles 5.3 and 5.4 apply in full if yes tech careers B.V., for whatever reason, should not be entitled to invoke article 5.2. 5.6 The client is aware of the duty of care and liability as laid down in article 7:658 of the Dutch Civil Code and is aware of the fact that he is regarded as the employer under the Working Conditions Act (Arbeidsomstandighedenwet). 5.7 The client indemnifies yes tech careers B.V. against all damage, costs and claims of third parties, including but not limited to the employee, in connection with non-compliance with article 7:658 of the Dutch Civil Code, the Working Conditions Act and the related regulations and duties of care. For the avoidance of doubt: this indemnification also applies if yes tech careers B.V. is liable by law in connection with a breach of the aforementioned provisions. 5.8 The client indemnifies yes tech careers B.V. against all damage, costs and claims of third parties, including but not limited to claims of the employee, in connection with any act or omission of the Client, the non-fulfilment of this agreement by the Client, or an unlawful act of the Client. 5.9 Yes tech careers B.V. is not liable, on whatever legal basis, for any damage suffered, costs incurred or third-party claims against the Client in connection with any act or omission of the employee, even if the damage concerned is due to intent or gross negligence of the employee. 5.10 The client indemnifies yes tech careers B.V. against all third-party claims in connection with any act or omission of the employee in the course of carrying out his work for the Client. ARTICLE 6 – HOLIDAYS; LAWS AND REGULATIONS 6.1 The client is aware that the seconded employee accrues holiday entitlements. 6.2 The client is also aware of the statutory entitlements of the seconded employee with regard to holidays and leave arrangements under the Work and Care Act (Wet Arbeid en Zorg). 6.3 The client will keep itself informed of new laws and regulations that could change or restrict the availability of the seconded employee. 6.4 If the availability of the seconded employee is restricted as a result of laws or regulations, this circumstance does not constitute an attributable failure on the part of yes tech careers B.V. ARTICLE 7 – CONTRACT FOR SERVICES BETWEEN YES TECH CAREERS B.V. AND EMPLOYEE 7.1 If there is a contract for services between yes tech careers B.V. and the seconded employee (or a general partnership controlled by the employee), and therefore not an employment contract, articles 4 paragraph 2 and article 6 do not apply. 7.2 The notice period for the parties is one month, commencing on the 1st day of the following calendar month; notice must be given in writing. ARTICLE 8 – RATES/PAYMENTS 8.1 Unless stated otherwise, the rates used by yes tech careers B.V. are: based on the relevant factual data stated in the confirmation of the assignment for the execution of the assignment; exclusive of VAT and any other additional costs, including travel and accommodation expenses; stated in euros. 8.2 yes tech careers B.V. charges an hourly rate as stated in the confirmation of the assignment. Travel and accommodation expenses are not included in the hourly rate. 8.3 yes tech careers B.V. invoices at the beginning of the week following each week in which the work was performed, on the basis of a timesheet submitted to yes tech careers B.V. by the seconded employee and authorised by the client. 8.4 yes tech careers B.V. only invoices hours actually worked by its employee and approved by the client. The days on which the employee takes part in the Smart Skills for Tech professionals course are regarded as working days. This also applies to days on which the employee is entitled to special leave under the collective labour agreement or company regulations of the hirer. 8.5 The payment term is 14 days after the invoice date. Payments must be received by yes tech careers B.V. within this term on the account numbers stated by it on the invoice. 8.6 The client must pay the invoice without invoking a right of suspension and without invoking a discount or set-off. 8.7 If the term referred to in paragraph 4 is exceeded, the client is in default from the day on which that term expired, without any further notice of default from yes tech careers B.V. being required. In such a case, the client owes the statutory interest as stated in the agreement between the client and yes tech careers B.V. on the outstanding amount, from the date on which payment should have been made, whereby part of a month is counted as a full month. The client also owes extrajudicial collection costs amounting to 15% of the invoice amount, including VAT. ARTICLE 9 – NON-COMPETITION AND NON-SOLICITATION CLAUSE 9.1 The client is not permitted to enter into an employment contract with the seconded employee during the term of the secondment and up to 2 years after the agreement has ended, or to have the seconded employee work in any other way for the client and/or a company affiliated with it, unless the seconded employee has been seconded to the client through yes tech careers B.V. for more than 2,080 consecutive hours. After 2,080 hours worked, the seconded employee may join the client free of charge. 9.2 In the event of a breach of the prohibition referred to in paragraph 1, the client forfeits an immediately payable penalty of € 25,000 plus € 500 for each day or part of a day that the breach continues, without prejudice to the right of yes tech careers B.V. to compensation. 9.3 The contractor, the seconded employee and the client declare that they will treat confidentially all (customer and business) information that he/she receives from or through the client, or is given access to, and will not use it for purposes other than those for which the client intended it, nor make this information available to third parties. 9.4 Yes tech careers B.V. imposes a general duty of confidentiality on its employees. In addition, a more specific duty of confidentiality can be agreed at the request of the client. Its content is determined in consultation between yes tech careers B.V. and the client. The client is also free to oblige the employee directly to observe confidentiality. The client informs yes tech careers B.V. of its intention to do so and provides yes tech careers B.V. with a copy of the declaration/agreement drawn up for this purpose. 9.5 yes tech careers B.V. cannot guarantee compliance with any duty of confidentiality by the employee and is not liable for a penalty, periodic penalty payment or any damage of the client resulting from a breach of a duty of confidentiality by the employee. The client will indemnify yes tech careers B.V. against third-party claims relating to the non-compliance or inadequate compliance with any duty of confidentiality by the employee. ARTICLE 10 – PRIVACY 10.1 Within the framework of the assignment or other agreement, personal data, in particular of candidates and employees, is regularly exchanged. The client and yes tech careers B.V. are obliged to treat this data confidentially in accordance with the Dutch Personal Data Protection Act (Wbp) or the General Data Protection Regulation (GDPR) and related laws and regulations. The client does not require any data from yes tech careers B.V. that yes tech careers B.V. is not permitted to provide under applicable laws and regulations. The client is responsible for the further processing of the data provided to it by yes tech careers B.V. 10.2 The client is responsible for ensuring that personal data is only provided to yes tech careers B.V. if and insofar as the client is entitled to do so and has obtained any required consent from the persons concerned. 10.3 The client indemnifies yes tech careers B.V. against any claim of candidates, employees, staff of the client or other third parties against yes tech careers B.V. in connection with a breach by the client of the provisions of this article, and reimburses the related costs incurred by yes tech careers B.V. ARTICLE 11 – FINAL PROVISIONS 11.1 All offers, agreements and their execution to which these general terms and conditions relate in whole or in part are governed exclusively by Dutch law. 11.2 All disputes arising from the agreement concluded between the parties will be brought before the civil court that has jurisdiction based on the place of establishment of yes tech careers B.V., insofar as the law permits. 11.3 If these general terms and conditions have been drawn up in a language other than Dutch, the text of the Dutch version prevails over the version drawn up in another language. 11.4 yes tech careers B.V. is entitled to transfer its rights and obligations under the assignment, the other agreement and these terms and conditions to a third party. Unless agreed otherwise in writing, the client is not permitted to transfer its rights and obligations under the assignment, the other agreement and these terms and conditions to a third party. 11.5 If any provision of these terms and conditions is declared null and void or is annulled by a competent court, the assignment, the other agreement and these terms and conditions will otherwise remain in force. The provisions that are not legally valid or cannot be legally applied will be replaced by provisions that correspond as closely as possible to the purport of the provisions to be replaced.