Terms and Conditions

Terms and Conditions Exterus B.V.

ARTICLE 1 – GENERAL

1.1 The terms set forth here under shall have the following meanings:

Client: the opposite party of Contractor with regard to a contract within the meaning of Article 2.1.

Contractor: the private limited liability company EXTERUS B.V., having its registered office at The Hague.

1.2 All assignments shall be accepted and performed exclusively by Contractor, subject to the exclusion of Sections 404, Book 7, of the Dutch Civil Code.

1.3 The clauses in these general terms and conditions have also been stipulated on behalf of the Contractor’s indirect or direct directors, and for all persons employed working for and/or engaged by the Contractor.

ARTICLE 2 – APPLICABILITY

2.1 These general terms and conditions shall apply to all contracts of assignment under which Contractor is obliged to perform activities, all contracts arising there from and/or relating thereto between Client and Contractor or their respective legal successors and all offers and/or proposals made by Contractor.

2.2 The agreement between the Client and Contractor is concluded when (i) Contractor receives from the client the Letter of Engagement signed by as well Contractor and the Client; (ii) Contractor commences with the execution of the assignment; or (iii) it becomes evident in any other way that Contractor has accepted the assignment, whichever date is the earlier.

2.3 The Contractor expressly dismisses applicability of the general terms and conditions of the Client or others.

2.4 The Contractor reserves the right to change its general terms and conditions.

2.5 Clauses which depart from the terms and conditions shall apply only if and to the extent expressly confirmed in writing by Contractor to Client.

2.6 If any clause in these general terms and conditions or in the contract is or is held to be invalid, the general terms and conditions and the remainder of the contract shall remain in force to the extent possible and the invalid clause shall be replaced forthwith in consultation between the parties by a clause which reflects the object of the original clause as close as possible.

ARTICLE 3 – DATA AND INFORMATION

3.1 Contractor shall only be obliged to perform or continue to perform the assignment after Client has supplied Contractor with all requested data and information in the indicated form and manner. Any additional costs incurred and delays in the execution of the assignment due to the failure of Client to supply the requested data or information promptly and properly shall be borne by Client.

3.2 Client shall inform Contractor forthwith of any facts and circumstances which may be of importance with regard to the performance of the assignment.

3.3 Client warrants the accuracy, completeness and reliability of the data and information supplied by it or on its behalf to Contractor.

ARTICLE 4 – PERFORMANCE OF THE ASSIGNMENT

4.1 Contractor shall determine how and by which person(s) the assignment shall be performed, taking into account any wishes expressed by Client as much as possible.

4.2 Contractor shall carry out the work to the best of its ability and with due professional care. Contractor does not however guarantee the achievement of any intended results.

4.3 Dates by which work must be completed shall only be regarded as deadlines whose non-observance constitutes a default (fatale termijnen) if expressly agreed in writing.

4.4 Client shall not be entitled to rescind the contract if and when an agreed deadline is exceeded, unless (i) Contractor also fails to perform its contractual obligations within a reasonable period notified to it in writing after the original date of completion; (ii) it is evident that the performance of the contract will be permanently impossible.

ARTICLE 5 – INTELLECTUAL PROPERTY RIGHTS

5.1 Contractor shall be entitled to any and all intellectual property rights in anything developed or caused by the Contractor in whole or in part during the term of the agreement in the context of or as a result of the agreement, including advice, working methods, (model) contracts, systems, system designs and computer programs, copyrights, trademark rights, design rights, patent rights, database and neighboring rights, under Dutch as well as foreign law, save insofar as third parties are entitled to such intellectual property rights.

5.2 Without prior written permission by Contractor, Client shall not reproduce, disclose or exploit such intellectual property rights or a recording thereof on any data carrier, either alone or in conjunction with or through third parties, without prejudice to the provisions of Article 6.

ARTICLE 6 – CONFIDENTIALITY

6.1 Client and Contractor are obliged to observe secrecy with regard to details and information provided by or on behalf of the other party towards third parties that are not involved in the realization of the assignment. This obligation does not apply insofar as Client or Contractor has a legal or professional duty of disclosure, including the obligation to report arising from the Act against Money Laundering and Financing of Terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme) and other Dutch or international legislation with a comparable purport, or insofar as Client and Contractor have released each other from the obligation of confidentiality. This provision does not prevent confidential consultation between colleagues within the organization of Contractor and confidential consultations with the third parties it has engaged, insofar as Contractor deems such consultation necessary for the meticulous realization of the assignment or to precisely satisfy legal or professional obligations.

6.2 Without prior written permission of the other party, a party shall not disclose or make available to third parties in any other way advice, opinions or other statements made by the other party, whether or not in writing, unless such action arises directly from the contract or is effected to obtain an expert opinion on the work performed by the other party, a party has a legal or professional obligation to disclose the data concerned or is acting on behalf of itself in disciplinary, civil or criminal proceedings.

ARTICLE 7 – FEE

7.1 Client shall pay to Contractor a fee and reimburse costs incurred in accordance with Contractor’s usual rates, methods of calculation and working processes. Contractor has the right to unilaterally change the rates.

7.2 Any disbursements and fees of third parties paid for the benefit of the Client will be passed on. Disbursements and fees of third parties already paid but not yet invoiced will be charged upon receipt of the fee notes concerned.

7.3 Contractors fees increased by other expenses and notes of fees of third parties and turnover tax, where applicable, will be invoiced to the Client on a monthly basis unless where otherwise agreed.

ARTICLE 8 – PAYMENT

8.1 Payment shall be made in Euros by deposit or transfer to the bank or giro account stated on the fee note, without any deduction, discount or set-off, within fourteen (14) days of the fee note date, failing which Client shall be in default.

8.2 If Client fails to pay one or several fee notes of Contractor in time and in full, Contractor shall have the right to immediately suspend further execution of the agreement. In that case Client shall owe statutory interest pursuant to Section 6:119a of the Dutch Civil Code and extrajudicial costs of collection, with a minimum of EUR 750, on the outstanding amount, effective from the day following the ultimate date of payment.

8.3 All costs incurred by Contractor in connection with legal proceedings against Client shall be borne by Client, including any and all costs exceeding the legal costs awarded, unless Contractor is ordered to pay the legal costs as losing party.

8.4 Contractor reserves the right to request Client to provide for full or partial payment in advance and/or to provide security -even during the performance of an assignment, if the financial position or the payment behavior of Client in the opinion of Contractor so warrants- failing which Contractor shall be entitled to suspend the performance of its obligations.

8.5 Contractor shall have the right at all times to demand advances on the work to be done or costs to be incurred.

ARTICLE 9 – RIGHTS OF CLIENT

9.1 If Client disagrees with the work done or a fee note, it shall inform Contractor of its objections in writing within thirty (30) days of the date of dispatch of the documents concerned or in case Client shall prove that it could not reasonably have discovered the shortcoming earlier, within thirty (30) days after discovery thereof, failing which Client shall forfeit any claims in that respect; Contractor shall the right, at its own discretion, either to modify the fee note, rectify the shortcoming free of charge, repeat the assignment concerned, or cancel the performance of the assignment partly or in full against a proportional refund of the fee note paid by Client.

9.2 Objections shall not suspend Client’s payment obligations, save to the extent that Contractor informs Client that it deems the objection valid.

ARTICLE 10 – TERMINATION

10.1 If an agreement has been entered into for an indefinite period, either party may give written notice of termination, stating reasons, with due observance of a notice period of three months. Contractor shall never have the right to give notice of and/or otherwise terminate a fixed term agreement prematurely.

10.2 Either party shall have the right to terminate the agreement with immediate effect if the other party:

(a) is in breach of essential obligations under the agreement and after receiving a written and detailed demand to that effect still fails to comply with its obligations under the agreement within two weeks of the date of said notice of demand;

(b) applies for suspension of payments, enters into settlements with creditors, is declared bankrupt and the bankruptcy order is not lifted within two weeks;

(c) wishes to enter into a composition with its creditors or execution is levied on all its assets or otherwise loses control of its assets; or

(d) discontinues or substantially decreases its operations or a resolution has been passed to wind up or liquidate the other party’s business.

10.3 In the event of termination of the agreement the services provided at the time of termination by Contractor under the agreement and the related payment obligations cannot be revoked, unless Client proves that Contractor has defaulted on those services. Any fees invoiced by Contractor prior to termination in connection with services or goods duly supplied under the agreement shall remain due in full with due observance of the provision of the preceding sentence and shall become immediately payable upon termination.

ARTICLE 11 – LIABILITY

11.1 Contractor shall execute the assignment in the manner set out in Article 4. Contractor shall not be liable for loss or damage due to any mistakes resulting from inaccurate or incomplete information supplied by Client to Contractor.

11.2 Contractor shall be liable only for shortcomings caused by third parties engaged by Contractor if and to the extent that the loss and damage resulting therefrom can be recovered from those third parties. Contractor shall have the right to accept also on behalf of Client any limitations of liability of third parties engaged by Contractor.

11.3 Contractor shall not accept any responsibility or liability for services for Client by third parties recommended by Client.

11.4 The liability exemptions set forth in this Article shall not apply to the extent the damage is caused by gross negligence or willful misconduct on the part of Contractor.

11.5 Any liability of Contractor for a shortcoming in the performance of the assignment or on any other account shall be limited to compensation of the direct loss and damage, up to the amount that in the matter concerned will be claimable under the professional liability insurance(s) of Contractor, to be increased by the amount of the excess that is for the account of the Contractor under the policy terms in the matter concerned. Any and all liability for indirect and consequential damages is hereby excluded.

11.6 If, without prejudice to the provisions of Article 11.5 Contractor is liable for loss and damage that is not (fully) paid by its insurer(s), the liability of Contractor shall be limited to the fee charged to Client for the (relevant part of the) assignment or in case of a continuing performance contract the total of the fees charged for the (relevant part of the) assignment (exclusive of VAT) due in the period of one year preceding the occurrence of the damage, in both cases up to a maximum of EUR 50,000.

11.7 Client shall hold harmless and indemnify Contractor against all claims from third parties – including but not limited to shareholders, directors, supervisory directors and employees of Client as well as affiliated legal entities and companies and third parties involved in the organization of Client- arising from or in connection with the work performed by Contractor for Client, unless such claims are due to gross negligence or willful misconduct on the part of Contractor.

ARTICLE 12 – LIMITATION PERIOD

12.1 Unless these general terms and conditions provide otherwise, any and all legal claims of Client against Contractor in connection with the performance of the assignment by it, regardless of their nature, shall expire at any rate by expiry of one year after completion of the assignment concerned.

ARTICLE 13 – CHOICE OF LAW, DISPUTES

13.1 All contracts between Client and Contractor and their execution as well as all non-contractual obligations arising from the agreement shall be governed exclusively by Dutch law.

13.2 All disputes related to, arising from and/or concerning the interpretation and execution of this agreement to the competent court in The Hague.

13.3 Notwithstanding the provisions of Article 13.2, Client and Contractor may decide in favor of dispute resolution by arbitration by one or three arbitrators, in accordance with the regulations of the Dutch Arbitration Institute. Arbitration shall be held in The Hague.

13.4 These general terms and conditions have been drawn up in the Dutch and English language, with the Dutch version prevailing in the event of differences in interpretation about the contents/purport of these terms.

Terms and Conditions Exterus Payrolling B.V.

(Version January 2021)

ARTICLE 1. DEFINITIONS

1. Payroll Company: the company that, within the context of its business operations and, based on an service provision agreement, supplies Payroll Employees who are in its employment to clients, in order for those Payroll Employees to perform work on behalf of those clients, under the direction and supervision of those clients. This means that no employment contract exists or arises between the clients and the Payroll Employees. Neither is there a fictitious employment relationship between the Payroll Employees and the clients, as referred to in articles 2 to 4 inclusive of the Income Tax Act (Wet op de loonbelasting) 1964.

2. Payroll Employee: the natural person who has entered into an employment contract or temporary employment contract with the Payroll Company, as referred to in article 7:690 of the Dutch Civil Code, in order to carry out work on behalf of a client, under that client’s direction and supervision.

3. Client: every natural or legal person who, in the context of his profession or business, and based on the Service Provision (Agreement) referred to in paragraph 4, hires Payroll Employees from the Payroll Company, so that these Payroll Employees can perform work on its behalf, which is under the its direction and supervision. Also understood by the term ‘Client’, is any company that is affiliated with the Client that comes into contact through/via the Client with the (prospective) Payroll Employees who are introduced by the Client by the Payroll Company. Understood by the term ‘affiliates’ in the previous sentence is:

a. legal persons and companies that are linked together in a group, as referred to in article 2:24b of the Dutch Civil Code;

b. legal persons that are subsidiaries of the Client, as referred to in article 2:24a of the Dutch Civil Code, as well as vice versa.

4. Service Provision (Agreement): the service provision agreement between the Client and the Payroll Company as referred to in article 7:400 et. seq of the Dutch Civil Code, under which (and insofar as on each occasion) one or more Payroll Employee(s) are supplied by the Payroll Company to the Client – including the agreement that is continued through the Placement of a replacement Payroll Employee – to perform work under the Client’s direction and supervision, on payment of the Client Fee by the Client to the Payroll Company. There is considered to be service provision if the Client asks the Payroll Company to recruit and/or select (a) Payroll Employee(s).

5. Placement: the situation in which the Payroll Employee is actually loaned out by the Payroll Company to the Client to provide service, in order to perform work or activities on behalf of the Client under that Client’s direction and supervision, whilst the temporary employment contract remains in force between the Payroll Employee and the Payroll Company.

6. Agency clause: the written provision in the temporary employment contract between the Payroll Employee and the Payroll Company and/or in the CLA (if applicable), under which the temporary employment contract ends by law because the Placement of the Payroll Employee by the Payroll Company to the Client, at the request of that Client, comes to an end (as referred to in article 7:691 paragraph 2 of the Dutch Civil Code).

7. Client Fee (Factor): the sum charged by the Payroll Company to the Client for each period (hour, week, month or otherwise) for the Placement of a Payroll Employee, as agreed and possibly subsequently adjusted, in accordance with the Service Provision Agreement and/or these General Terms and Conditions. The Client Fee includes a remuneration to cover in full the employment costs of the Payroll Employee (the wage, the allowances payable on that wage in accordance with the law, CLA (if applicable) and/or User Company Remuneration, such as holiday bonus, shift allowance, overtime allowance, pension premium (if applicable), employer contributions according to Dutch Tax and Social Security laws, etc., as well as all deductions that are compulsory by law or the CLA (if applicable)).

8. CLA: the Collective Labour Agreement

9. Payrolling Fee: the monthly (administration) fee charged to Client for performing the Services as described in the Service Provision Agreement.

10. User Company Remuneration: the statutory remuneration applicable to employees in the employment of the Client, working in a position equal or equivalent to that of the Payroll Employee (as referred to in article 8 of the Netherlands Posting of Workers by Intermediaries Act (WAADI). The user company remuneration can comprise the following components:

– the applicable periodic wage in the payscale;

– the applicable reduction of working time, which is at the discretion of the Payroll Company, can be compensated in time and/or money;

– allowances for overtime, deferred hours, irregular hours (including public holiday allowance) and shift allowances;

– initial wage increase, amount and time as determined by the Client;

– payment of expenses (insofar as the Payroll Company can pay this free from payroll tax and premiums): travelling expenses, pension costs and other costs required in order to perform the work);

– periods, amount and time as determined by the Client.

ARTICLE 2. APPLICABILITY

1. These General Terms and Conditions apply to all (written and/or verbal) offers, assignments and agreements entered into by and with the Payroll Company, to which the Payroll Company has declared these terms and conditions applicable, as well as the ensuing deliveries and services of any nature whatsoever, between the Payroll Company and a Client, insofar as these terms and conditions have not been expressly departed from in writing by the Parties.

2. These General Terms and Conditions replace any previous general terms and conditions applied by the Payroll Company.

3. Any terms and conditions of purchasing or other terms and conditions of the Client are explicitly rejected.

4. Any stipulations and agreements deviating from these General Terms and Conditions are only legally binding, if and insofar as the Payroll Company has confirmed that deviation in writing.

5. The Client, with whom a contract was concluded under the operation of these terms and conditions, is deemed to have tacitly agreed with the applicability of these terms and conditions on an agreement concluded with the Payroll Company at a later date.

6. If any provision in these terms and conditions is null and void or shall be nullified, the other provisions of the terms and conditions will remain in force and the Parties shall consult with one another in order to agree on new provisions to replace the null and void or annullable provisions, in which case, as far as possible, the scope and purport of the null and void or nullified provision will be taken into account..

ARTICLE 3. QUOTATIONS, ETC.

1. All quotations, tenders, price-lists or lists of rates, delivery times, etc. of the Payroll Company are without obligation, unless a term for acceptance is stipulated therein. The Payroll Company has the right to invoke quotations, etc. within two business days after receipt of the acceptance.

2. Brochures that are shown or handed out by the Payroll Company, as well as other information provided by the Payroll Company, are as accurate as possible, but are only indicative. No rights can be derived from these, unless the Parties have explicitly agreed otherwise.

3. The Payroll Company has the right to pass on the costs relating to the tender or quotation, to the Client, provided that the Payroll Company has informed the Client of these costs beforehand in writing.

ARTICLE 4. OBLIGATION TO PROVIDE INFORMATION – CLIENT

1. In order to enable the Payroll Company to recruit/select a Payroll Employee qualified to perform the work, as well as in order to pay and to inform the Payroll Employee correctly, the Client must , in any case, but not exclusively before entering into the Service Provision Agreement, provide the following information to the Payroll Company, whether or not after consultation with the Payroll Company:

– CLA which may be applicable deemed valid by the Client or that is applicable, as well as in the absence of a CLA, the employment conditions applicable at the Client, that are relevant for the employment relationship between the Payroll Company and the Payroll Employee(s);

– if applicable, the Skilled Worker Scheme applicable under that CLA;

– applicable user company remuneration;

– positions, job descriptions, the nature of the work, the job requirements and the function group of the Payroll Employee(s);

– place of work;

– usual working hours per week / month / period within the Client’s company;

– work hours and breaks;

– working conditions;

– possible risks present and how to deal with these;

– safety regulations;

– quality and hygiene rules;

– applicable allowances for overtime, deferred hours, irregular hours (including public holiday allowance) and shift allowance);

– the applicable reduction of working time per week / month / year / period;

– initial wage increases, amount and time of these;

– applicable expense allowances (such as travelling expenses, pension costs and other expense allowances required on account of the work being performed by the Payroll Employees);

– applicable period, amount and times thereof;

– agreed rate;

– contact person at Client;

– contact person at Payroll Company;

– any employment regulations and/or rules of conduct and/or other provisions/matters applicable within the Client’s company that may be relevant to the Payroll Company.

2. If the Payroll Company uses a form that has been developed for the purposes of providing information, the Client is obliged to use this form.

3. If certain information is not yet available in order to enter into the Service Provision Agreement, the Client shall ensure that the information shall, in any case, be delivered on time to the Payroll Company so that the latter can integrate this contractually in the legal relationship with the Payroll Employee.

4. If and insofar as the Payroll Company suffers direct or indirect damage as a result of incomplete and/or incorrect information on the part of the Client, or as a result of not supplying information on time, the Client is obliged to compensate the Payroll Company in full for these damages, including all actual costs incurred for legal assistance. Where appropriate, the Client shall indemnify the Payroll Company in this respect.

ARTICLE 5. POSITION, REMUNERATION AND CLIENT FEE

1. Based on the information provided by the Client, and the personal attributes, knowledge and competences of which it is aware, of the Payroll Employees eligible for Placement, the Payroll Company shall determine which Payroll Employee will be placed with the Client to execute the Service Provision Agreement.

2. Based on the job description provided by the Client, the Payroll Company will determine the wage to be paid to the Payroll Employee, including any allowances and expense payments. This will be done in accordance with the provisions of CLA (if applicable) (including the provisions relating to the user company remuneration) and/or the applicable current legislation.

3. The Client Fee owed by the Client to the Payroll Company will be calculated on the hours, days, weeks, or months as determined, and to which the Payroll Company is entitled, under the Service Provision Agreement and will always be calculated, at a minimum, for the this time unit actually worked by the Payroll Employee.

4. If at any time it becomes evident that the job description does not correspond with the job actually being performed by the Payroll Employee, the Client shall immediately provide the Payroll Company with the correct job description. If, in the opinion of the Payroll Company, the Payroll Employee is not qualified for that other position, the Payroll Company is entitled to end the Placement and to provide a replacement Payroll Employee in accordance with article 6 paragraph 14. Furthermore, the Payroll Company will (re)calculate the wage of the (replacement) Payroll Employee based on the new job description. The Client Fee will be adjusted accordingly. The corrected Client Fee is owed as from the time at which the Payroll Employee is entitled to the amended wage.

5. A change to the position and/or substantial changes made by the Client to the tasks of the Payroll Employee is only possible following the explicit consent of the Payroll Company. If the Payroll Company provides consent to that end, where appropriate the wage will be (re)calculated based on the new job description and the other information that the Client must provide in this respect. The Client Fee will be adjusted accordingly. The Client owes that Fee to the Payroll Company as from the start of the new position.

6. The position and/or payscales can be changed during the Service Provision Agreement, if the Payroll Employee reasonably claims that change, by invoking current legislation, the CLA (if applicable) and/or the user company remuneration. If, as a result of this, the wage increases, the Payroll Company will correct the Client Fee accordingly. The corrected Client Fee is owed as from the time at which the Payroll Employee is entitled to the amended wage.

7. The Payroll Company will apply the user company remuneration if obliged to do so under the law and/or the CLA (if applicable), or if this was agreed with the Payroll Employee and/or the Client. The Client must provide the Payroll Company on time with full information regarding all elements of the user company remuneration. Included in the wage and the Client Fee are all elements of the user company remuneration applicable to the Client. If after the first day of the Placement, the user company remuneration is applied, the Client Fee will be changed accordingly.

8. The Payroll Company is furthermore entitled to change the Client Fee during the term of the Agreement, if the costs for the Payroll Employee rise as a result of changes to the current legislation (including tax and social legislation), changes to the CLA (if applicable) or the wages laid down for this, a change to the CLA (if applicable) applicable to the Client or terms and conditions of employment or the wages specified therein, (periodic) wage rises, (one-off) mandatory payments, etc.

9. Overtime, shift work, work at unusual times or on public holidays and/or deferred hours are paid in accordance with the CLA (if applicable) or, if applicable, the user company remuneration. This is passed on to the Client.

ARTICLE 6. SERVICE PROVISION (AGREEMENT) AND PLACEMENT

1. When a Payroll Employee is to be supplied, this is confirmed (in writing) by the Payroll Company to the Client. The following will (as far as possible) be stated in this confirmation, with reference to the information provided by the Client (see article 4 in this respect):

– the duration of the Service Provision (start and end; for a definite or indefinite period of time);

– (if applicable) number of Payroll Employees;

– (expected) scope of the Placement: number of hours per day, per week or per month, as well as the normal times at which employees are expected to work (work times and breaks);

– the Client Fee for the Payroll Employee;

– the Payroll Employee’s position;

– any other agreements or remarks.

2. A Service Provision Agreement agreed between the Parties underlies the Placement(s), which is a framework agreement.

3. The Placement for a defined period is Service Provision Agreement that is entered into:

– either for a set period;

– or for a determinable period;

– or for a determinable period that does not exceed a set period.

4. The Placement will not take place until, between the Payroll Company and the Payroll Employee, a written temporary employment contract has been entered into. In the event of the Placement of a foreign national who requires a permit, or a foreign national who otherwise requires other permits (residence permit or combined residence and work permit), the Payroll Company will not enter into a temporary employment contract with the (prospective) Payroll Employee and therefore a Placement will not take place for as long as the (prospective) Payroll Employee does not have the correct documents, pursuant to the Labour Act for Foreign Nationals (WAV).

5. The Payroll Company will not have committed a breach in respect of the Client and is not obliged to pay any compensation if the contact between the Payroll Company, prior to potential Service Provision, including a specific request by the Client to supply a Payroll Employee, does not for any reason lead to the actual Placement of a Payroll Employee, or if this does not happen within the period required by the Client. The previous sentence applies mutatis mutandis if the Service Provision does not lead to a Placement, for example, because the Payroll Company does not have any qualified or available Payroll Employees.

6. A Placement for a defined period ends by law by the expiry of the previously agreed time or by the occurrence of a previously agreed objectively determinable event. The Placement for a defined period cannot be terminated prematurely, unless agreed otherwise in writing. In the event of premature termination, the standard notice period is one month.

7. The Service Provision (Agreement) for an indefinite period of time can be cancelled by either of the Parties, subject to a notice period of one calendar month.

8. If there is a temporary employment clause in the temporary employment contract between the Payroll Company and the Payroll Employee, the notice period in paragraph 6 shall apply.

9. Notice must be given in writing. The Party who gives notice is responsible for proving that this has been given in good time.

10. The Service Provision (Agreement) ends with immediate effect at the time that the Payroll Company invokes the extrajudicial dissolution of the Service Provision (Agreement), because the Client fails to fulfil its obligations under the Service Provision (Agreement), is declared bankrupt, if moratorium on payment has been granted to the Client, or if the business otherwise ceases trading. If the Payroll Company exercises this right, this does not affect the Payroll Company’s right to claim full compensation from the Client, including all actual costs incurred for legal assistance.

11. The end of the Service Provision Agreement means the end of the Placement(s). Termination of the Service Provision Agreement by the Client means, in principle, ending the Client’s request to the Payroll Company to end the Placement on the date on which the Service Provision Agreement ended (legally).

12. If there is a temporary employment clause in the temporary employment contract between the Payroll Company and the Payroll Employee, the Placement of the Payroll Employee will end at the Client’s request at the time at which the Payroll Employee reports that he is unable to perform the stipulated work on account of incapacity for work. Insofar as is necessary, the Client is deemed to have made this request and shall, on request, confirm this request in writing to the Payroll Company.

13. If the Payroll Company is no longer able to supply the Payroll Employee to the Client because the temporary employment contract between the Payroll Employee and the Payroll Company has ended, the Placement shall end by law and the Payroll Company will not fail imputably in respect of the Client and neither is the Payroll Company liable for any damage suffered by the Client as a result of this.

14. If the Placement of a Payroll Employee ends while the Service Provision Agreement has not yet ended, the Payroll Company shall make every effort to replace the Payroll Employee as soon as possible. Replacement of the Payroll Employee may take place at any time without the prior approval of the Client. If and insofar as the Payroll Employee is replaced by another Payroll Employee, the hourly rate of the Payroll Employee and therefore the Client fee, will be recalculated.

ARTICLE 7. REPLACEMENT AND AVAILABILITY

1. The Payroll Company is entitled at all times to make a proposal to the Client regarding replacement of the Payroll Employee who supplied, by another Payroll Employee, under the continuation of the Service Provision Agreement, which is with a view to the company policy or staff policy of the Payroll Company, retention of employment or the fulfilment of applicable legislation. The Client may only reject a proposal of this kind if there is a valid reason for this. On request, the Client shall justify any rejections in writing.

2. The Payroll Company does not fail imputably vis-a-vis the Client and is not obliged to compensate any damage or costs to the Client, if the Payroll Company, for any reason, is unable to supply, or is no longer able to supply a (replacement) Payroll Employee, in any event not or no longer in the manner and the scope stipulated in the Service Provision Agreement or agreed thereafter, to the Client .

ARTICLE 8. SUSPENSION

1. The Client is not entitled to temporarily suspend the Placement of the Payroll Employee, unless agreed otherwise. If the Placement is nevertheless suspended, other than in the event of force majeure in the sense of article 6:75 of the Dutch Civil Code, for the duration of the Service Provision Agreement, the Client is obliged to pay the Client Fee in accordance with the most recent or the usual number of hours and overtime for each period pursuant to the Service Provision Agreement.

2. Notwithstanding the provisions in paragraph 1, the Payroll Company is not able to claim the Client Fee if the Client can prove sufficiently that no work is available temporarily for the Payroll Employee, or the Payroll Employee cannot be given any work and this is agreed in writing and the Payroll Company can successfully rule out continued payment of wages to the Payroll Employee.

ARTICLE 9. WORK TIMES AND WORKING HOURS

1. The Client is aware that it is considered to be an employer in the context of the Working Hours Act (Arbeidstijdenwet). The Client therefore guarantees that the working hours and the breaks and work times comply with the legal requirements. The Client shall ensure that the Payroll Employee does not exceed the legally allowed working hours and the agreed working times. The working hours and breaks of the Payroll Employee are the same as the Client’s customary times and hours, unless agreed otherwise.

2. If specific training and/or instructions are required for the Service Provision, these hours will be charged to the Client as hours worked.

3. The Client is obliged to give a Payroll Employee who is a member of the Client’s or the Payroll Company’s Works Council the opportunity to exercise these participation rights in accordance with the applicable legislation. If the Payroll Employee exercises participation in the Client’s company, then logically the Client also owes the Client Fee for the hours during which the Payroll Employee performs work or attends training during work times in relation to his/her membership of the Works Council.

4. If the Client does not fulfil its obligations under this article, it is obliged to compensate all direct and indirect damage suffered by the Payroll Company as a result of that and, where appropriate, to indemnify the Payroll Company.

ARTICLE 10. EMPLOYMENT, PROPER DIRECTION AND SUPERVISION AND WORKING CONDITIONS

1. The Client will employ the Payroll Employee in accordance with the provisions in the Service Provision (Agreement) and these General Terms and Conditions.

2. Any deviation from these provisions is only possible following the written consent of the Payroll Company; the Payroll Company is entitled to attach conditions to this consent.

3. Employment of the Payroll Employee is only possible once the Payroll Company has given its consent to that end and conditions can also be attached to this consent.

4. When directing and supervising the Payroll Employee, as well as with regard to the execution of the work, the Client will show the same due care as it does to its own employees.

5. The Client is accountable for and indemnifies the Payroll Company against any claims from the Payroll Employee for compensation of the damage to the property of the Payroll Employee, used by the latter in order to carry out the work he/she is given.

6. The Payroll Company is not liable for damage or loss caused by the Payroll Employees supplied by the Payroll Company to third parties or to the Client itself. The Client indemnifies the Payroll Company for all liability of the Payroll Company as employer of the Payroll Employee in this respect.

7. The Client is aware that, under the Occupational Working Conditions Act (Arbeidsomstandighedenwet), it is considered to be an employer in respect of the Payroll Employee. The Client also declares it is familiar with the care duty for (hired) personnel under article 7:658 of the Dutch Civil Code. Pursuant to the first paragraph of this section, the Client is obliged to properly arrange and maintain the rooms, machines and tools. The Client is also obliged to take safety measures and give instructions before work is performed. The Client must do this insofar as is reasonably necessary, to prevent (hired) staff from suffering personal injury when performing their work.

8. In the event of occupational illness or an occupational accident, the Client will immediately inform the competent authorities and the Payroll Company of this and will prepare a written report. Without delay, the Client will send a copy of this report to the Payroll Company.

9. The Client is obliged to provide the Payroll Employee with comprehensive information before actual commencement of the work at the latest, regarding the place of work and the required professional qualifications. The Client will actively provide the Payroll Employee with information regarding the Risk Inventory and Evaluation (RI&E).

10. The Client shall compensate the Payroll Employee – and also indemnify the Payroll Company – for all damages suffered by the Payroll Employee when performing his work (including all actual costs incurred for legal assistance), if and insofar as the Client and/or the Payroll Company is liable for these damages under article 7:658 and/or 7:611 of the Dutch Civil Code. If the occupational accident results in death, the Client is obliged to compensate the damage suffered (including all actual costs incurred for legal assistance) under the aforementioned conditions in accordance with article 6:108 of the Dutch Civil Code.

11. The Client shall take out adequate liability insurance pursuant to the provisions in this article. At the first request, the Client will provide proof of the insurance to the Payroll Company.

ARTICLE 11. RATES, INVOICING AND PAYMENT

1. All rates stated by the Payroll Company exclude VAT and other charges that are imposed by the authorities.

2. For the use of a Payroll Employee, the Client owes the Payroll Company the Client Fee and the Payrolling Fee set out in the agreement for every month commenced. The rates exclude travel and accommodation expenses, unless the parties have explicitly agreed otherwise.

3. The Payroll Company is entitled to change the rates once per calendar year.

4. If expressly agreed timesheets can be used for proof of the hours worked. The, timesheets are to be signed by the Client to indicate they have been read and approved.

If the Client is unable to or does not wish to sign the timesheets to indicate these have been read and approved, the Payroll Company is entitled to determine the number of hours worked based on the facts and circumstances of which it is aware.

5. Invoices must be paid within 10 days of the date of the relevant invoice – without any offsetting, discount or deduction. Only direct payment to the Payroll Company discharges the Client.

6. The payment term referred to in paragraph 9 is a fixed deadline. In the event of late payment, the Client is in default by operation of law, without further service of a notice or a notice of default being required. From that time onwards, the Client is liable to pay a default interest of 1.5% or the legal interest rate if this is higher, per month on the entire amount due, whereby part of a month is deemed to be a full month, also the Payroll Company has competence to take recovery measures.

7. All costs incurred by the Payroll Company in relation to obtaining payment in or out of court, which are fixed at 15% of the outstanding claim, with a minimum of € 2,500.00, are at the expense of the Client, without prejudice to the Payroll Company’s right to claim the actual costs that exceed this amount.

8. Objections to the (sum of the) invoices must be sent to the Payroll Company in writing within 5 days of the date of the invoices, at the risk of forfeiting this right. The aforementioned complaints do not suspend the payment obligations.

9. Payments made by the Client will first be used to pay off any outstanding (default) interest and costs and will then be used to pay off the longest outstanding invoices, irrespective of whether the Client states that the payment relates to a specific invoice.

10. At the Payroll Company’s discretion, the agreement may be either partly or fully dissolved under the above or similar circumstances, without any notice of default or legal intervention being required, whether or not combined with a claim for compensation.

11. If the Client fails to meet its payment obligations in due time, the Payroll Company shall be entitled to suspend the fulfilment of obligations towards the Client, until such time that the payment is made or reliable security has been provided for this. The same applies even before the moment of default if the Payroll Company has reasonable grounds for doubting the Client’s creditworthiness.

12. The Client waives its right to offset claims against any counterclaims it may have against the Payroll Company now or in the future. The above-mentioned waiver of the right to offset claims also applies when the Client applies for (provisional) suspension of payment or is declared bankrupt.

13. The Payroll Company is entitled to ask for security in advance, before staff is supplied.

ARTICLE 12. MINIMUM PAYMENT OBLIGATION

1. For each Assignment, the Client is obliged to pay to the Payroll Company the Client Fee if the Payroll Employee reports at the agreed time and place, but is not enabled by the Client to perform work, which is of course without prejudice to the other obligations of the Client vis-a-vis the Payroll Company.

ARTICLE 13. DISSOLUTION

1. If a party fails to fulfil its obligations under or pursuant to the Service Provision (Agreement), the other party – beyond the provisions in the Service Provision (Agreement) – is entitled to dissolve the Service Provision (Agreement) extrajudicially by means of a registered letter. The Service Provision (Agreement) will not be dissolved until the party in default has been informed in writing of the notice of default and has been given a reasonable period of time to rectify the serious shortcoming.

2. Furthermore, without any reminder or notice of default being required, the Parties are entitled to dissolve the Service Provision (Agreement) extrajudicially – by means of a registered letter – with immediate effect in whole or in part, if:

a. the other party applies for (provisional) suspension of payment or if it is granted (provisional) suspension of payment;

b. the other party applies for its own bankruptcy or is declared to be bankrupt;

c. the other party’s company is liquidated;

d. the other party discontinues its current business;

e. a significant proportion of the other party’s assets are seized;

f. the other party is otherwise no longer deemed to be capable of fulfilling its obligations under the agreement.

3. If after having been declared in default the Client does not fulfil, fulfil in full or fulfil on time, any obligation ensuing from the Agreement, the Payroll Company is entitled to suspend its obligations vis-a-vis the Client, without being obliged to pay any form of compensation to the Client. The Payroll Company is also entitled to this end, in the circumstances referred to in the previous paragraph of this article.

4. If at that time of dissolution, the Client had already received services as part of execution of the Agreement, the Client can only partially dissolve the Agreement and only for that part that has not yet been executed by or on behalf of the Payroll Company. The payment obligation shall remain in place for the services already received.

5. Amounts invoiced by the Payroll Company to the Client prior to dissolution in relation to services provided as part of the execution of the Agreement, remain unaffected and are still owed by the Client to the Payroll Company and are immediately payable at the time of dissolution of the (Service Provision) Agreement.

ARTICLE 14. CANCELLATION

1. Cancellation by the Client is only possible prior to commencement of execution of the Agreement when the Payroll Company agrees to this. In that case, the Client shall be obliged to pay the Payroll Company at least 30% of the agreed fee for the agreed duration of the relevant Assignment.

2. If the Client cancels less than 5 days before the agreed date of Placement of the outsourced employee, the Client has to pay the agreed fee in full for the agreed duration of the relevant Assignment to the Payroll Company, unless the parties have explicitly agreed otherwise.

3. The Client is liable in respect of third parties for the consequences of the cancellation and shall indemnify the Payroll Company in this respect.

ARTICLE 15. ENTERING INTO AN EMPLOYMENT RELATIONSHIP WITH THE PAYROLL EMPLOYEE

1. If the Client wishes to enter into a direct employment relationship with the (prospective) Payroll Employee, it shall immediately inform the Payroll Company of that in writing.

2. An employment relationship with the Payroll Employee is understood to mean:

– Entering into an employment contract, a Service Provision Agreement or an agreement for services by the Client with the Payroll Employee for the same or different work;

– Placement of the relevant Payroll Employee to the Client by a third party (for example, another Payroll Company) for the same or different work;

– Entering into an employment relationship by the Payroll Employee with a third party for the same or different work, whereupon the Client and that third party form part of the same group (as referred to in article 2:24b of the Dutch Civil Code) or if one is the subsidiary of the other (as referred to in article 2:24b of the Dutch Civil Code).

3. The Client is not permitted to enter into a direct employment relationship, if and insofar as the employment contract between the Payroll Employee and the Payroll Company is not terminated lawfully.

4. If the Client enters into an employment relationship with a Payroll Employee in accordance with the provisions in this article, the Service Provision Agreement between the Client and the Payroll Company will end no later than on the day on which that employment relationship commences.

5. If, in accordance with the foregoing provisions, the Client enters into an employment contract with the Payroll Employee within a period of three months of commencement of the Placement, the Client owes the following remuneration to the Payroll Company, unless agreed otherwise between the Parties:

– If the employment relationship with the Payroll Employee commences before the Placement has lasted for ten weeks of work: a remuneration amounting to 20% of the most recently applicable Client Fee for that relevant Temporary Agency Worker for a period of six months;

– If the employment relationship with the Payroll Employee commences after the Placement has lasted for ten weeks of work but before the Placement has lasted for nineteen weeks of work: a remuneration amounting to 15% of the most recently applicable Client Fee for the relevant Payroll Employee, over a period of six months;

– If the employment relationship with the contractor commences after the Placement has lasted for nineteen weeks of work, but before the Placement has lasted for twenty-seven weeks of work: a remuneration amounting to 10% of the most recently applicable Client Fee by the relevant contractor over a period of six months.

– Understood to be meant by ‘weeks of work’ in this article is: weeks during which the Payroll Employee worked on behalf of the Client as part of the Assignment, irrespective of the number of days or hours worked in a week.

6. The remuneration referred to in paragraph 5 is also payable when the Client enters into an employment contract within six months of a prospective Payroll Employee being introduced to the Client. The remuneration referred to in paragraph 5 is also payable if the Payroll Employee enters into an employment relationship with the Client within six months of the Placement at the Client ending.

7. If the Client and the Payroll Company had not yet reached an agreement about the Client Fee or if the amount referred to in paragraph 5 cannot be determined for whatever reason, the Client owes the Payroll Company a one-off remuneration without further summons or notice of default, of € 15,000.00 (in words: fifteen thousand Euros) excluding VAT.

8. The Client must at all times fully respect an applicable non-competition clause, if any (including the enticement of customer’s clause) in the employment contract between the Payroll Employee and the Payroll Company. Upon request, the Payroll Company will inform the Client about the content of the aforementioned non-competition clause. Only after the remuneration under 5. or under 6. has been paid to the Payroll Company, will the Payroll Company waive the non-competition clause, but only in respect of the Client. All of the foregoing insofar as article 9a of the Placement of Personnel by Intermediaries Act (WAADI) does not preclude that.

ARTICLE 16. LIABILITY

1. If the Client wishes to enter into a direct employment relationship with the (prospective) Payroll Employee, it shall immediately inform the Payroll Company of that in writing.

2. An employment relationship with the Payroll Employee is understood to mean:

– Entering into an employment contract, a Service Provision Agreement or an agreement for services by the Client with the Payroll Employee for the same or different work;

– Placement of the relevant Payroll Employee to the Client by a third party (for example, another Payroll Company) for the same or different work;

ARTICLE 17. FOREIGN NATIONALS EMPLOYMENT ACT (WET ARBEID VREEMDELINGEN)

1. Insofar as there is a foreign national who is subject to an employment permit, the Payroll Company, insofar as legally possible of course, will supervise or ensure legal employment, compliance with the Labour Act for Foreign Nationals (WAV) and underlying legislation. The Payroll Company bases this on the information that the Client provides pursuant to article 4 of these General Terms and Conditions.

2. The Client must strictly abide by the limitations of the residence permit and/or employment permit (place of employment, period of validity, position and the nature of the work).

3. On the day that the permit expires and no new permit is available (as yet), the Placement shall end by law and the Payroll Company is not guilty of attributable failure vis-a-vis the Client and neither is the Payroll Company liable for any damage suffered by the Client.

4. The Client is aware of the provisions in article 15 of the Labour Act for Foreign Nationals (WAV). Before the Placement, the Payroll Company will provide a copy of a valid permit for the agreed work plus a copy of a valid identity document within the meaning of article 1 of the Identification Requirement Act (Wet op de identificatieplicht) of the Payroll Employee. Based on that document, the Client will also establish the identity of the foreign national and will file a copy of the identity document in its records, where it will remain for the next five years.

5. The Client is aware that, as well as the Payroll Company, it is considered to be an employer within the meaning of the Labour Act for Foreign Nationals (WAV) and therefore if it discovers any violations of provisions under the Labour Act for Foreign Nationals (NAV), it shall receive a fine under the Labour Act for Foreign Nationals (WAV). Apart from deliberate intent or wilful recklessness on the part of the Payroll Company, the Client will compensate all penalties imposed on the Payroll Company and any other damages suffered by the Payroll Company (including the actual costs incurred for legal assistance) and where appropriate the Client will indemnify the Temporary Employment Agency.

ARTICLE 18. CONFIDENTIALITY

1. The Client and the Payroll Company are liable to confidentiality in respect of one another, notwithstanding statutory duty to disclose.

2. The Client can ask the Payroll Company to legally bind the Payroll Employee with a confidentiality clause.

3. In principle, the Client is entitled to legal bind the Payroll Employee directly to a confidentiality clause. The Payroll Company is not party to such an agreement and under no circumstances is liable for a fine, penalty or damages of the Client resulting from breach of the Payroll Employee’s obligation of confidentiality.

4. The Client will treat confidentially all personal data relating to the Payroll Employee supplied, in any case in accordance with the privacy legislation (including the Dutch Data Protection Act (Wbp). Once the work has ended, the Client will immediately destroy all information received, collected or processed.

ARTICLE 19. DIRECT PAYMENTS AND MAKING ASSETS AVAILABLE TO THE PAYROLL EMPLOYEE

1. Without the prior written consent of the Payroll Company, the Client is not permitted to make direct payments to the Payroll Employee, under any title whatsoever. Under no circumstances do payments to the Payroll Employee release the Client from its payment obligation vis-a-vis the Payroll Company.

2. Without the prior written consent of the Payroll Company, the Client is not permitted to give assets to the Payroll Employee that can also be used privately (for example, a car or a mobile phone).

3. If the Client fails to fulfil the aforementioned obligations, the Client must compensate the Payroll Company for all damages, including an additional assessment for payroll tax, as well as the actual costs incurred for legal assistance and the Client must indemnify the Payroll Company where appropriate.

ARTICLE 20. FORCE MAJEURE

1. If it is not possible for the Payroll Company to fulfil its obligations arising out of the agreement entered into with the Client and this is on account of non-attributable shortcomings on the part of the Payroll Company and/or on the part of the third parties or supplies whose services are engaged by the Payroll Company in respect of the fulfilment of the agreement, or in the event that this may be ascribed to some other serious reason on the part of the Payroll Company, the Payroll Company shall be entitled to dissolve the agreement entered into between the parties or to suspend its obligations towards the Client for a period of time it considers to be reasonable without being obliged to pay any damages. If the situation described above occurs after the agreement has already partially been implemented, the Client is obliged to fulfil its obligations in respect of the Payroll Company until that time

2. Circumstances resulting in non-attributable non-performance shall include: war, riots, mobilisation, foreign and domestic civil commotion, government measures, strikes and lockouts by employers or the threat thereof and similar circumstances, disruption of the exchange rates existing at the time of conclusion of the agreement, business interruptions due to fire, accident or other incidents and natural phenomena, all this irrespective of whether the non-performance or late performance takes place at the Payroll Company, its suppliers or third parties who services are engaged for the execution of the obligation.

ARTICLE 21. APPLICABLE LAW AND DISPUTES

1. These General Terms and Conditions and all related Assignments, offers and agreements shall be governed exclusively by Dutch law.

2. If one or more provisions of these General Terms and Conditions are null and void or are voided, the Service Provision Agreement and the other (General) Terms and Conditions remain unimpaired. The provisions that are not legally valid or that cannot legally be applied will be replaced with provisions that are in line with the purport of the provisions to be replaced to every extent possible.

3. All disputes that arise from or that are connected to a legal relationship between the Parties, to which these General Terms and Conditions apply, shall in the first instance be settled exclusively by the competent court of the district within which (the headquarters of ) the Payroll Company is located.

Terms and Conditions

Terms and Conditions Exterus B.V.

Terms and Conditions Exterus Payrolling B.V.

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