Terms & Conditions

General terms and conditions Gi Group Perm B.V. (Grafton Recruitment)

Date: 01-01-2020

Filed with the Chamber of Commerce in Amsterdam under number: 7586415

Definitions

In these general terms and conditions, the following terms are used in the following sense, unless explicitly stated otherwise.
- Gi Group: Gi Group Perm B.V. (Grafton Recruitment), established in Amsterdam, registered at the Chamber of Commerce Netherlands under number 7586415, also acting under the name Grafton Recruitment and / or the user of these general terms and conditions.
- Client: any natural or legal person who uses the services of Gi Group;
- Candidate: the natural person who is partaking in the recruitment and selection activities of Gi Group on behalf of the Client, more particularly the natural person who is proposed to the Client by Gi Group, or at least the natural person with whom the Client is in contact via Gi Group come within the framework of entering into an employment relationship with that person, or within the framework of making that natural person available to the Client.
- Employee: any member of staff of Gi Group and / or any natural person who has been recruited and selected by GI Group (including on the basis of an assessment conducted by or at the request of Gi Group, if the Client requires an assessment) and who performs or will perform work for a (or more than one) Client(s) through the intermediation of Gi Group.
- Rate: the Rate owed to Gi Group by the Client, as (most recently) included in the agreement (the cooperation proposal)(or additions thereto) or - in the absence of a commitment in an agreement - included in the offer or other correspondence from Gi Group.
- Gross annual salary: The annual wage agreed between the Client and the Candidate or between Gi Group and the Employee for a full-time working week, supplemented with holiday allowance and other benefits (including but not limited to guaranteed or reasonably expected bonus, profit sharing, bonus, 13^th month, fixed representation allowances). For the gross annual salary (and the fee to be calculated on the basis thereof), the salary for a full-time employment is always used, even if the position is filled part-time.
- Gross salary: the gross annual salary divided by the number of wage periods in a year (i.e. divided by 12 for monthly pay, divided by 13 for 4-week pay).

Applicability

These general terms and conditions apply to every offer, quotation and all agreements to be concluded by Gi Group for the services of Gi Group, insofar as these terms and conditions are applicable to the relevant services in terms of their nature and content. These general terms and conditions contain general articles and articles that specifically relate to a particular service. For the specialized articles, the services to which these apply are indicated above the relevant segment of this document. Insofar as a (part of a) specific article in these general terms and conditions is inconsistent with a general article in these general terms and conditions, (that part of) the specific article in question will prevail over (that part of) the general article.
Any purchase or other conditions of the Client are not applicable and are hereby explicitly rejected.
Agreements that deviate from these general terms and conditions only apply if agreed in writing between the parties.
Changes made by Gi Group to the general terms and conditions apply to the Client from one month after the date on which the amended general terms and conditions have been notified to the Client in writing, unless the Client notifies Gi Group in writing within fourteen days of receiving the notice of the fact that he objects to the change to the general terms and conditions.
If one or more provisions in these terms and conditions are invalid or should be declared void, the remaining provisions of these terms and conditions will remain fully applicable. Gi Group and the Client will then enter into consultation in order to agree new provisions to replace the invalid and / or voided provisions, taking into account if possible and for as far as possible the purpose and scope of the original provision.

Offers, quotes and agreement

All Gi Group offers and quotations are valid for 60 days from the date of the offer or quotation, unless stated otherwise.
Changes to orders are only binding for Gi Group if they have been accepted in writing by Gi Group.

Terms of payment

1. 1. Payment by the Client must be made without the application of a discount, settlement or suspension. Unless otherwise agreed by the parties, payment must be made within 14 days after the invoice date by transfer to the account number stated on the invoice. Only full payments to Gi Group (on the account number as stated on the invoice) fulfil this. Payments to others (for example, candidates or Employees) or the provision of advances to others are non-binding and can never constitute grounds for debt settlement or set-off.
  2. If payment is not made on time, the Client is in default from the first day after the expiration of the payment term by law and interest of 1% per calendar month is due on the outstanding amount, whereby a part of a month is charged for a full month.
  3. If the Client disputes all or part of the invoice, he must notify Gi Group in writing within fourteen calendar days of the invoice date, stating the reasons. After expiration of the aforementioned period, the Client is deemed to have the invoice approved. In the event that the Client disputes a part of an invoice, the uncontested part must be paid within fourteen calendar days after the invoice date.
  4. The client is not authorized to settle the invoice amount, irrespective of whether or not it disputes this, against a counterclaim that may or may not be justified and / or to suspend payment of the invoice.
  5. All judicial and extrajudicial (collection) costs, as well as any cancellation costs that Gi Group incurs as a result of the Client's failure to fulfil its obligations under this article, are entirely at the expense of the Client. The reimbursement for extrajudicial costs is fixed at 15% of the principal sum due including VAT and interest (with a minimum of € 200.00 per claim), unless Gi Group has demonstrably incurred more costs. The fixed reimbursement will always be due by the Client as soon as the Client is in default and will be charged without further proof.

Client details

1. 1. The Client is obliged to make all data and documents that Gi Group needs in accordance with its opinion for the correct execution of the agreement, available correctly and timely in the desired form and in the desired manner to Gi Group. If this concerns personal data, Gi Group will, of course, properly and carefully process these in accordance with legal requirements.
  2. Gi Group has the right to suspend the execution of the assignment until the Client has fulfilled the obligation referred to in the previous paragraph.

Prices and rates

The price is calculated on the basis of the Rate as laid down in the cooperation agreement.
If price-determining factors undergo an increase, for whatever cause, Gi Group is entitled to change the agreed prices and rates accordingly. Such a change does not give the Client the right to terminate the agreement. Gi Group will inform the Client in writing about a change.
Gi Group is entitled to index its prices in accordance with the CBS price index for business services.
All prices are in euros, excluding VAT and other government levies, unless stated otherwise.
In the event that a transition payment is due at any time, it is hereby established that all rates and / or calculation factors are exclusive of (the financial consequences of) the transition payment. Gi Group does not reserve the transition payment in the cost price. The Client pays or reimburses the transition payment and any resulting employer costs to Gi Group if Gi Group is obliged to pay the transition payment to the Employee (employed by the Client). It may also be that the transition allowance is (/will be) paid to the Employee at a later stage. In that case, the transition fee will be charged pro rata to the Client (in any case, the part of the transition fee that has accrued during the time that the Employee has been made available to the Client) at the time that the transition fee is paid to the Employee by GI Group.

Delivery times

Any periods specified in the agreement within which the work must be carried out are only approximate and not strict deadlines.
In the event that such a term is exceeded, the Client may set a reasonable timeframe within which Gi Group must have performed the agreement, barring force majeure.
Exceeding this new reasonable timeframe does, however, provide a ground for termination of the agreement by the Client.

Liability and indemnity

If the Client fails to comply with its obligations under these general terms and conditions, the Client is required to compensate all resulting damage to Gi Group (including all costs such as legal assistance costs), without prior notice of default being required, and the Client must indemnify Gi Group if necessary. This does not affect the fact that Gi Group can make any other claims, such as invoking termination. The provisions of this article are of general application, both - if necessary, additionally - with regard to subjects where the obligation to pay compensation has already been regulated separately in these general terms and conditions and with regard to subjects where this is not the case.
The Client is obliged to compensate the Employee for the damage that he suffers in case an item belonging to him, which was used in the context of the assigned work, has been damaged or has been destroyed. Gi Group is not obliged to pay any compensation for damage of any nature whatsoever, directly or indirectly, to or by the Employee or to items or persons by or from the Client or a third party. The aforementioned exclusion also applies to damage that has arisen as a result of: a. Gi Group making the Employee available to the Client, even if it should appear that that Employee does not appear to meet the Client's requirements b. unilateral termination of the employment contract by the Employee c. acts or omissions of the Employee, Client himself or a third party, including entering into obligations by the Employee. The Client is obliged to take out adequate insurance for all damage.
The client indemnifies Gi Group against any liability (including costs including the actual costs of legal assistance) of Gi Group with regard to the damage referred to under B of this article.
The Client is responsible towards the Employee and Gi Group for compliance with the obligations arising from Section 7: 658 of the Dutch Civil Code, the Working Conditions Act, Working Hours Act, and the related regulations in the field of workplace safety and good working conditions in general. The Client will compensate the Employee for all damage (including costs such as the actual costs of legal assistance) incurred by the Employee in the context of the performance of his duties, if and insofar as the Client and / or Gi Group is / are liable for this based on Section 7: 658 and / or Section 7: 611 of the Dutch Civil Code. If Gi Group personnel have been injured in the performance of their duties to such an extent that death may result, the Client shall be obliged to indemnify Gi Group for compensation for damage to persons referred to, unless the Client demonstrates that he has complied with the obligations referred to in this article or that the damage is to a large extent the result of intent or wilful recklessness on the part of the Employee.
The Client shall indemnify Gi Group at all times against claims (of the Employee or third parties) brought against Gi Group for failure by the Client to fulfil the obligations mentioned in this article and / or against claims (of the Employee or of third parties) in connection with the assignment, including claims in connection with the liability of Gi Group as - directly or indirectly - the Employee's employer and grants Gi Group the authority to assign its claims in this regard to the directly interested parties, or also on behalf of them Gi Group against Client. The Client will fully compensate Gi Group in this context (including reimbursement of the costs of Gi Group, including the actual costs of legal assistance).
Client will take out adequate insurance against liability based on the provisions of this article. At the request of Gi Group, the Client is required to submit a copy of the proof to Gi Group.
Client is obliged to provide Gi Group with the correct information that Gi Group needs for the proper execution of the agreement. This also includes (but is not limited to) the correct information about the gross annual salary and - if applicable - the correct information about the salary (and other relevant employment conditions) of employees directly employed by the Client in equal or equivalent functions. If and insofar Gi Group suffers direct or indirect damage due to incomplete and / or incorrect information on the part of the Client, the Client is obliged to fully compensate this damage, including all actual costs for legal. Client will fully indemnify Gi Group in that regard.
For all direct damage suffered by the Client, directly arising from the agreement between Gi Group and the Client, the liability of Gi Group is limited to those cases and amounts for which Gi Group's insurance offers cover and actually reimburses.
Gi Group is never liable for any indirect damage in any way related to or caused by an error in the implementation of the agreement.
The client indemnifies Gi Group against all claims from third parties - including Employees - which are directly or indirectly related to the execution of the agreement.
Client indemnifies Gi Group against claims from third parties with regard to intellectual property rights on materials or data provided by Client, which are used in the execution of the agreement.
Gi Group's liability for damage will expire one year after the occurrence of the damage.
If the Client provides Gi Group and / or its candidates and / or Employees with information carriers, electronic files or software etc., the Client guarantees that the information carriers, electronic files or software are free of viruses and defects.
The limitations of liability included in this article expire in the event of intention or gross negligence on the part of Gi Group.

Termination and dissolution

Both parties may at any time prematurely terminate the agreement with due observance of a notice period of at least three months unless otherwise agreed in writing.
If the agreement is terminated prematurely by Gi Group, Gi Group will arrange for the transfer of work still to be performed in consultation with the Client. If the transfer of the work entails additional costs for Gi Group, these will be charged to the Client.
Notwithstanding the two previous paragraphs of this article, Gi Group may dissolve the agreement in whole or in part by registered letter without judicial intervention and may immediately make all claims arising from or related to the agreement if:
- Client applies for bankruptcy or is declared bankrupt;
- the Client is granted a suspension of payment;
- Client ceases his business;
- Client is otherwise unable to meet his payment obligations;
- Client's company is liquidated or terminated, other than for the purpose of reconstruction or merger of companies;
- a substantial part of the Client's assets is seized without the involvement of Gi Group, or if the Client can no longer be deemed capable of fulfilling the obligations under the agreement.

Gi Group will never be obliged to pay any compensation for the aforementioned dissolution.
Amounts that Gi Group has invoiced for the cancellation or dissolution in connection with what it has already performed or delivered in the performance of the agreement, remain due indefinitely and become immediately claimable at the time of dissolution.
If the Client, after being given notice of default in this regard, fails to comply with any obligation arising from the agreement, does not comply fully or in time, Gi Group is entitled to suspend its obligations towards the Client, without any obligation to pay any type of compensation to the Client. Gi Group is also entitled to this in the circumstances referred to in paragraph C of this article.

Force majeure

In the event of force majeure on the part of Gi Group, its obligations under the agreement will be suspended as long as the force majeure situation continues. Force majeure is understood to mean any circumstance independent of the will of Gi Group that permanently or temporarily prevents the fulfilment of the agreement and which must be borne by Gi Group neither by law nor by standards of reasonableness and fairness.
To the extent that this not already included, force majeure also includes work strikes, company occupation, blockades, embargo, government measures, war, terrorist attacks, power outages, flooding, water damage, earthquakes and other natural disasters, disruptions in communication lines, fire, explosion and other calamities, and diseases of an epidemiological nature among staff.
As soon as a force majeure situation occurs at Gi Group, as referred to in the first paragraph of this article, it will notify the Client thereof.
In the event of force majeure as referred to above, Gi Group has the right to dissolve the agreement with the Client in whole or in part without judicial intervention, such by notifying the Client. This termination does not entitle the Client to any compensation for damage.

Disputes and transfer

With regard to all disputes between parties to which these terms and conditions apply, only the Dutch court has jurisdiction and Dutch law applies.
Such disputes are exclusively settled by the court in Amsterdam.
Gi Group and the Client may only transfer their rights or obligations arising from the cooperation agreement or assignment with the prior written consent of the other party.

D. This is an English translation of the original Dutch Algemene voorwaarden Gi Group Perm B.V. (Grafton Recruitment) . The Dutch version will prevail whenever there is a divergent interpretation between the translation and the original.

Provision of personal data

In the context of the assignment or other agreement, personal data of candidates and Employees is exchanged. If Gi Group has provided personal data, the Client is obliged to comply with the following obligations when processing:

1. The Client will process the personal data in a proper and careful manner, ensure adequate security and abide by the legal regulations that follow from the General Data Protection Regulation and Dutch Implementation Act.
2. Client will not use the personal data for purposes other than the necessary processing in the context of the agreement.
3. The Client informs Gi Group within four working days of any request and / or complaint from the Supervisory Authority or the relevant Candidate and / or Employee regarding the personal data that is processed when the agreement is executed.
4. Client fully informs Gi Group about a possible data breach within 24 hours after its discovery. Client will then keep Gi Group informed of new developments regarding the data breach.

If and insofar as Gi Group processes personal data provided by the Client within the framework of the performance of the agreement, the Client guarantees that it is authorized to provide the personal data referred to in the previous paragraph to Gi Group and the Client indemnifies Gi Group from all claims from third parties with regard to those personal data, except for those for which Gi Group itself is liable under the law.
The Client indemnifies Gi Group against any claim of candidates, Employees, employees of the Client or other third parties against Gi Group in connection with a violation of the provisions of this article by the Client and reimburses the related costs incurred by Gi Group.

Confidentiality

Gi Group and the Client will not provide any confidential information from or about the other party, its activities and relationships that have come to their knowledge under the assignment to third parties, unless - and in so far as - the provision of that information is necessary for the assignment to be able to perform properly or if they have a legal obligation to disclose them.
At the Client's request, Gi Group will oblige the Employee to observe confidentiality with regard to all that becomes known to him or her when performing the work, unless the Employee has a legal obligation to disclose this information.
The Client is free to oblige the Employee to confidentiality directly. The Client informs Gi Group of its intention to do so and provides Gi Group with a copy of the relevant statement / agreement. Gi Group is not liable for a fine, periodic penalty payment or any damage suffered by the Client as a result of a breach of this confidentiality obligation by the Employee.

Intellectual and industrial property

Gi Group reserves all rights with regard to products in respect of which Gi Group can enforce intellectual property rights that it uses or has used and / or has developed in the context of the execution of the assignment. All other intellectual property rights, which already belonged to Gi Group before the date of the agreement, remain with Gi Group.
The Client is expressly prohibited, without written permission from Gi Group, from reproducing, publishing or exploiting the products as specified in paragraph A of this article, whether or not with the involvement of third parties.
The provisions of paragraphs A and B of this article remain applicable if the agreement has been terminated, for whatever reason.

Recruitment and selection

Recruitment and Selection services

Recruitment and selection of candidates is carried out by Gi Group on the basis of:
- 1. - an assignment for recruitment and selection aimed at an (indirect) employment relationship between the Client and the Candidate (see also specific Article 16). Or;
    - an assignment for recruitment and selection aimed at seconding the Candidate to the Client (see also articles 19 and following)

The Client makes known in the assignment whether he wishes to recruit and select a Candidate with a view to entering into an (indirect) employment relationship with that Candidate or with a view to secondment.

The manner in which the recruitment and selection of candidates is carried out is laid down in the agreement between the parties as well as the method of remuneration. If a gross salary or gross annual salary is referred to in the agreement or offers or quotations, the definition (s) described in these general terms and conditions shall apply.
Client provides Gi Group in a timely manner with all relevant, complete and accurate information that Gi Group needs for the recruitment and selection assignment, including a description of the position, the work, required and desired profile and qualifications, employment conditions (including (an indication of ) the salary), working time, place of work, working conditions and the intended start date (and duration) of the work.
Gi Group makes every effort - on the basis of the aforementioned information in combination with the qualities, knowledge and skills of the candidates known to it - to select the suitable candidates. Gi Group determines which candidates it proposes to the Client.
“(indirect) employment relationship between the Client and the Candidate“ is defined as:

Entering into an employment contract, an assignment agreement or an agreement to accept work from the Client with the Candidate;
Allowing the relevant Candidate to be made available to the Client by a third party (for example, a temporary employment agency);
The entering into an employment relationship by the Candidate with a third party whereby the Client and that third party are connected in a group.

Recruitment and Selection for (indirect) employment relationship Client

For recruitment and selection aimed at an (indirect) employment relationship between the Client and the Candidate, the conditions in this article also apply.
The assignment is or will be entered into for a definite period of time, as indicated in the agreement between Gi Group and the Client and will end by operation of law after that specified period, or - if no end date is included in the contract between the parties - the assignment for recruitment and selection ends by operation of law at the moment that the Client indicates to enter into an (indirect) employment relationship with the Candidate.
Interim termination of the assignment for a definite period by the Client is only possible if agreed in writing. The cancellation period is 14 calendar days. In the event of premature termination, Gi Group reserves the right to charge the agreed fee and actually incurred costs to the Client.
If the Client ends the recruitment & selection assignment during the assignment period or if elements from the assignment such as job content or Candidate profile change to such an extent that, in the opinion of Gi Group, this is essentially a new assignment, Gi Group is entitled to charge the Client 50% of the fee.
The Client and the Candidate decide whether and, if so, under what conditions they wish to enter into and maintain an (indirect) employment relationship. For recruitment and selection aimed at an employment relationship between him and the Candidate, the Client owes Gi Group the Rate stated in the agreement. In the absence of a mention of a Rate in the agreement, the Client will owe the Rate stated in the offer or quotation from Gi Group. If no Rate is also stated in the offer or quotation, the Rate is 25% of the gross annual salary applicable to the position of the Candidate in a full-time employment. Client is obliged to, within 14 days, after a request to that effect, provide Gi Group with the data with regard to the gross annual salary, necessary for the determination of the Rate or fee. If Gi Group has not received (or received an incorrect) gross annual salary, Gi Group will determine a gross annual salary in line with the labour market on the basis of the data regarding the position and the labour market, that are known to Gi Group.
Unless otherwise agreed, the Rate is only due if the Client or a third party designated by it actually enters into an employment relationship with a Candidate proposed by Gi Group or with whom the Client has otherwise come into contact through Gi Group. The Rate is also due if the Candidate is initially rejected by the Client and is subsequently accepted.
In addition to the fee for successful fulfilment, the Client does not owe Gi Group any costs for the performance of the agreement, unless express agreements have been made between Gi Group and the Client.
Unless otherwise agreed, the Rate will be charged on the first day of the (indirect) employment relationship between the Client and the Candidate or (if that day has not been announced by Gi Group) as soon as Gi Group has become aware that the Client has entered or will enter into an employment relationship with the Candidate.
Unless the Client has expressly made a reservation in this regard, the Rate or fee is also due if the Candidate introduced by Gi Group is already known to the Client, to a greater or lesser extent, through an application or otherwise.
The Client and all third parties associated with it are not permitted to directly or indirectly enter into an employment relationship, cooperation or contractual relationship with the Candidate without the express written permission of Gi Group during a period of 12 months after a Candidate has been proposed by Gi Group (including the sending of information about the Candidate). This also applies if the relevant Candidate has been proposed by a third party (for example, a broker other than Gi Group) to the Client and / or its affiliated third parties or if the Candidate himself has approached the Client or the associated third party. As the joint and severally liable debtor, the Client guarantees that all third parties associated with it will also comply with the provisions of this article.
Violation of the provisions of sub J leads to a penalty due to Gi Group, which is immediately due and payable, in the amount of 25% of the Gross Annual Salary of the relevant Candidate. The penalty amounts to at least € 20,000 under all circumstances. If Gi Group has been provided with no (or an incorrect) information regarding the gross annual salary, Gi Group will determine a gross annual salary in line with the labour market, based on the data of the position and the labour market as they are known to Gi Group.

Liabilities

Gi Group will endeavour to offer a potentially suitable Candidate in time. Gi Group is not accountably in default towards the Client and is not obliged to compensate any damage or costs to the Client, if Gi Group cannot offer a Candidate for any reason whatsoever. Gi Group is not liable if a proposed Candidate:
- 1. - does not wish to enter into an (indirect) employment relationship with the Client or terminates an employment relationship (prematurely); or
    - cannot be made available to the Client for whatever reason.

Gi Group is not liable for any damage in connection with the deployment of candidates and Employees who do not appear to meet the requirements and expectations set by the Client, unless that damage is demonstrably the direct result of a shortcoming attributable to Gi Group in the selection.
If Gi Group suffers damage because the information provided by the Client when the assignment was given, does not correspond to the actual position to be performed or because the later modified job description does not correspond to the position actually to be performed, the Client is liable for the damage, including costs including fully reimburse the actual costs of legal assistance to Gi Group. This is without prejudice to Gi Group's other rights to claims.

Guarantee Scheme

If a Candidate that was placed via Gi Group is no longer employed by the Client within one month after commencement of employment, Gi Group will, provided that the Client has fulfilled all its payment obligations towards Gi Group, try to recruit and select a new Candidate (one-time only) to the best of its abilities, for the same position in which and for a comparable salary for which the first Candidate worked for the Client. The procedure in accordance with the original assignment will be restarted for this purpose. If the Candidate becomes incapacitated for work during the guarantee period due to illness or accident, or if he dies, this guarantee expires. Even if the (indirect) employment relationship with the Candidate ends for economic or organizational reasons or if the Candidate himself has terminated the employment relationship, the guarantee scheme does not apply.
If the Client wishes to make use of the guarantee scheme, he must inform Gi Group in writing within 14 (fourteen) days after termination of the employment with the first Candidate, failing which the Client cannot (or no longer) invoke the provisions of this article.
If within 3 months after termination of the employment with the first Candidate Gi Group fails to recruit and select a new Candidate who enters service with the Client, Gi Group pays back 50% of the fee paid by the Client (not any other costs) to the Client. Reimbursement will not take place if the Client has filled in the position that was originally filled by the first Candidate, by himself (whether or not through third parties) during the guarantee period. In the event of a refund, Gi Group sends a credit invoice to the Client for this amount and pays the amount due within 30 days thereafter.
If a Candidate proposed by Gi Group in the context of this guarantee scheme enters into service with the Client, or if Gi Group has repaid 50% of the fee, or if the Client has filled in the position himself (whether or not through third parties) during the guarantee period, Gi Group is discharged from its obligations under this guarantee article.

Secondment

Secondment, duration, replacement

Gi Group helps the Client by seconding an Employee to the Client for the duration specified in the agreement. After the relevant Employee has been seconded by Gi Group to the Client for at least 1,700 hours against payment of the agreed fee, the Client can hire this Employee at no extra cost (of course if both Client and Employee so desire), see also article 21. The agreement or the posting cannot be terminated prematurely, with the exception of the cases referred to in Article 9, sub C. Article 9 sub C up to and including F apply in full, article 9 sub A and B explicitly do not apply.
The Employee will perform the work (exclusively) in the Netherlands for the Client.
Gi Group is entitled at all times to replace the seconded Employee and is entitled to make the Employee available to another client. There is explicitly no exclusivity with regard to the seconded Employee.
If the Employee demonstrably does not meet the Client's requirements, the Client will immediately inform Gi Group and confirm this in writing within one day. Gi Group will then endeavour to second a replacement Employee to the Client under the same conditions. However, Gi Group is not responsible for finding such a replacement. The client can only invoke the aforementioned option within four weeks after the start of the secondment.
In the event that the Employee is prevented from attending, due to illness or accident, the Gi Group will be notified of this without delay. Gi Group does not accept any liability arising from the prevention, illness or accident of an Employee. At the request of the Client, Gi Group will then endeavour to make a replacement Employee available to the Client. However, Gi Group is not responsible for finding such a replacement. In all cases where Gi Group and the Client cannot reach an agreement on the person of the replacement Employee, Gi Group and the Client may terminate the secondment by mutual agreement by means of a written notice to that effect, without Gi Group thereby being liable for any such loss or damage suffered (of any kind) by the Client.

Compensation

Client owes Gi Group a fee for the services it provides. The Rate is stated in the agreement (or in the absence thereof the offer or quotation) and is calculated based on the Gross salary times a factor. Possible extra salary / wages as a result of overtime, worked hours or time off during special hours or days (including public holidays) and / or rescheduled hours will be charged to the Client with the same factor. Travel, accommodation and expenses of the Employee are not included in the Rate and will be charged to the Client.
Gi Group is entitled to increase the Rate immediately in the event of price increases that are the result of government measures or other binding provisions and / or collective labour agreement provisions or if the nature of the work that needs to be performed at the Client changes.

Employment with Client

For the purposes of this article, entering into an employment relationship with an Employee means:

entering into an employment agreement with the Employee;
appointing the Employee as a civil servant;
entering into an assignment agreement with the Employee;
entering into an agreement to accept work with the Employee;
allowing the Employee to be made available to the Client by a third party (for example, another posting agency for the same or different work);
entering into an employment relationship by the Employee with a third party, whereby the Client and that third party are connected in a group (as referred to in Article 2: 24b of the Dutch Civil Code) or one is a subsidiary of the other (as referred to in Article 2: 24a BW).

For the purposes of this article, Employee also means:

the Candidate who has been proposed to the Client;
the Employee whose secondment has ended less than twelve months before entering into an employment relationship with the Client.

The Client is not permitted to enter into an employment relationship with an Employee before or during the term of the secondment without Gi Group's express written permission. Client will not directly enter into an employment relationship with an Employee of Gi Group if this Employee has not legally terminated the agreement with Gi Group, without prejudice to the other obligations of Client as referred to in this article.
If the Client wishes to enter into an employment relationship with an Employee after the end of the secondment, he must immediately inform Gi Group in writing. Parties will then consult to discuss the wishes of the Client.
If the Client enters into an employment relationship with the Employee before the minimum of 1,700 hours of secondment referred to in article 19 has been invoiced and paid, the Client shall owe Gi Group a fee. This fee amounts to: 25% of the last applicable Rate to be multiplied by 1,700 hours minus the hours already worked (and paid by the Client to Gi Group) by the Employee. VAT will be charged on the fee. If the Client and Gi Group had not yet reached an agreement on the amount of the rate, the Client will immediately owe Gi Group, without further demand or notice of default, an amount of € 7,500 excluding VAT, without prejudice to Gi Group's right to claim full compensation. Without prejudice to the provisions of this article, the Client shall also owe the fee if the Client came into contact with the Employee through Gi Group and:

the Employee applies directly or through third parties with the Client within six months after the contact has been established, and as a result enters into an employment relationship with the Client;
The Client approaches the Employee directly or through third parties within six months after the contact has been established, and as a result enters into an employment relationship with the Employee concerned;
the Employee, either directly or through third parties, applies to Client within six months after the secondment to the Client has ended, and enters into an employment relationship with the Client concerned as a result;
The Client approaches the Employee directly or through third parties within six months after the secondment to the Client has ended, and the Client enters into an employment relationship with the Employee concerned as a result.