General Terms and Conditions

PA Online B.V. General Terms and Conditions

Filed with the Chamber of Commerce of Amsterdam, the Netherlands under number 34144771

General

Unless the parties have agreed otherwise these General Terms and Conditions govern all offers and agreements of or with PA Online B.V.,PA Services, PA Online Expat Services, PA Detachering, PA Training, PA Webdesign, Organisatietalent, Secretaressepool, Juristenpool and all related acts whether preparatory or executory.

  1. Principal and PA Online B.V.: deliveries and payments
    1. The Principal is taken to mean the party that issues the assignment.
    2. The Candidate is taken to mean a Secretary to be hired on an interim basis or employed by the Principal.
    3. The interim Candidate is taken to mean the person who now or in the future is or will be working on behalf of PA Online B.V., employed in secondment or contractor.
    4. All deliveries are deemed to be made at the place where PA Online B.V. has its registered office.
    5. All payments must be made there.
    6. These General Terms and Conditions are deemed to form part of all agreements between the Principal and PA Online B.V. unless the parties explicitly deviate from these Terms and Conditions in writing. Both parties are familiar with the Terms and Conditions at the time at which they enter into the agreement.
    7. In the event of a conflict between the uniform terms and conditions of purchase used by the Principal and these terms and conditions of delivery, the latter will prevail.
  2. Offers
    1. Unless the parties explicitly agree otherwise all offers made by or on behalf of PA Online B.V. are without engagement in respect of the price, content and delivery times and will lapse after a period of 30 days.
    2. In the event of compound prices there is no obligation to deliver in respect of a portion of the assignment at a portion of the agreed price indicated for the entire assignment.
    3. If models, copy, etc. have been provided in respect of only a portion of the work to be performed or produced, PA Online B.V. is not bound by the price indicated for the entire assignment if it appears that the portion that has not been shown proportionally requires more work that the portion that has been shown.
    4. If no assignment is placed after an offer has been requested the costs related to the offer may be charged.
    5. An agreement is concluded:
      1. When the offer or contract signed by the Principal indicating the Principal’s acceptance has been received and accepted by PA Online B.V..
      2. When a Candidate on the same day of the offer or after is being hired or employed by Principal, the verbal agreement and/or the e-mail confirmation from PA Online and as such the silent acceptance of the General Conditions of PA Online by Principal apply.
      3. The concerning contract is to be signed and received as soon as possible by both Principal and PA Online, either by regular post, by fax or scanned by e-mail.
      4. In case the countersigned contract has not been received by PA Online within a couple of days, article 2. e. ii. applies and remains valid.
  3. Fee, costs and rates
    1. PA Online B.V.’s fees are based on an hourly rate or a percentage of 20% of the gross annual salary, inclusive of holiday allowance, in the event of recruitment, unless the parties have agreed on another form of remuneration. The applicable hourly rate is indicated in the offer.
      1. When a Candidate works for the Principal in secondment first and successively is being employed by the Principal, a fee of 20% of the gross annual salary inclusive of holiday allowance applies -/- the months already worked  for Principal by the Candidate in secondment.
      2. In case Principal assigns PA Online to recruit a Candidate, who is being employed by Principal and offered a definite contract, independent of the number of months, Principal is obliged to pay the whole recruitment fee of 20% on the gross annual salary inclusive of holiday allowance all at once and within 14 days after invoice date.
    2. Necessary travel, accommodation and administrative expenses, such as telephone, fax, postage, copy, printing and other costs, of third parties that are incurred by PA Online B.V. necessarily and in accordance with the agreement within the framework of the assignment will be charged separately in addition to the hourly rate.
    3. Insofar as the parties have not explicitly agreed otherwise in writing, all amounts are exclusive of the turnover tax and other government levies that are due.
    4. The Principal will reimburse the costs of third parties that are incurred by PA Online B.V. within the framework of the assignment directly to that third party. If payment to third parties is made via PA Online B.V., P.A. Online B.V. will be entitled to request an advance on those costs. It will also be entitled to charge a surcharge for administrative expenses. P.A. Online B.V. will pass on to the Principal discounts on deliveries from third parties.
    5. The fee due and other costs will be invoiced on a weekly basis unless the parties agree otherwise.
    6. Assignments that will be completed within one month will be invoiced upon completion of the related work. The parties may agree on an advance on the fee and the costs. Costs of third parties may be charged upon receipt of the relevant invoices.
    7. PA Online B.V. undertakes to maintain a record of the hours and costs and to make that record available to the Principal upon request. This obligation applies only if the related work is not performed on the basis of an agreed fixed fee. The record of hours (timesheet), signed for approval by one or more working persons at Principal’s is binding.
    8. If the offer includes an ‘indicative’ price, the amount indicated is nothing more than a non-binding estimate of the costs.
  4. Fixed fee, no cure no pay or retainer fee
    1. If a fixed fee has been agreed upon with the Principal, that fixed fee relates only to the work and services of PA Online B.V. referred to in the agreement. The Principal will be charged for any work and services in addition thereto or any changes to that work and those services that PA Online B.V. provides on the instructions of the Principal, referred to below as the ‘Additional Work’, on the basis of the actual costs.
    2. The following circumstances can give rise to Additional Work and therefore to settlement in the manner referred to in article 4.a:
      1. expansion or change in the analysis, package of requirements and wishes or design, after being approved by the Principal;
      2. the Principal’s requirements, wishes, parameters, or expectations that were not or were not sufficiently communicated to PA Online B.V. at the time at which the agreement was entered into;
      3. defects and flaws in products or services of third parties that PA Online B.V. could not reasonably have expected or in respect of which PA Online B.V. could exert little or no influence; and
      4. insufficient cooperation on the part of the Principal in the performance of the agreement.
    3. In case of recruitment assignment Principal has the possibility to choose from:
      1. No cure no pay: The recruitment fee is 20% of the gross annual salary, inclusive of holiday allowance of the recruited Candidate, or
      2. Retainer fee: Payment of € 1,000 on assignment, and an achievement fee of 17% of the gross annual salary, inclusive of holiday allowance of the concerned Candidate -/- the already paid retainer fee.
  5. Changes to the assignment
    1. The Principal will be charged extra for changes to the original assignment, of any kind whatsoever, made orally or in writing by or on behalf of the Principal that lead to higher costs that those that could have been taken into consideration when the quotation was given. However, changes that lead to a decrease in the costs will accordingly lead to a lower amount being charged than was agreed by the parties.
    2. The Principal must inform PA Online B.V. in writing in a timely manner of any changes in the performance of the assignment that the Principal wishes to have made after the assignment was given. If the Principal communicates such changes orally or by telephone the risk in respect of the implementation of the changes will be for the Principal’s account.
    3. Changes to an assignment that has already been given may lead to the PA Online B.V.’s exceeding the originally agreed term of delivery, in which case article 15 will apply accordingly.
    4. PA Online B.V. must be informed in writing in a timely manner of all contractual amendments. The Principal will reimburse PA Online B.V. for all costs caused by contractual amendments and incurred in order to comply with the term of delivery.
  6. Principal’s property
    1. PA Online B.V. must observe the same duty of care with respect to the storage and use, handling and processing of items of property with which it is entrusted by or on behalf of the Principal as it observes with respect to its own property.
    2. Notwithstanding the foregoing sub section and the other provisions contained in these General Terms and Conditions, the Principal bears the risk in respect of the above-mentioned items of property. It must take out insurance at its own expense if it wishes to cover the above mentioned risk.
  7. PA Online B.V.’s property
    1. All materials owned by PA Online B.V. made available and/or lent out remain the property of PA Online B.V. at all times.
    2. If any items made available to the Principal are damaged or destroyed, the Principal will be charged for the damage without prejudice to the right to claim other costs and interests.
  8. Guarantee
    1. Recruitment:
      1. In the exceptional case of a by PA Online B.V. recruited and by Principal employed Candidate does not do his or her work well demonstrably and provably (case file), a 100% guarantee applies during the probation period of the contract and the duties by the concerned Candidate. PA Online B.V. then has the right and will provide a good Candidate as a replacement to Principal.
      2. If the above takes place after the probation period though before the 7th month, a 50% guarantee applies. This means that against a settlement of 50% of the original fee another Candidate is being sought and provided.
      3. If the request for replacement by Principal to PA Online B.V. takes place after 7th months from starting date from the concerned Candidate, replacement is being sought and provided against the full recruitment fee, in conformity with art. 3.a..
      4. Provided all invoices have been paid in full.
    2. Interim / Secondment:
      1. In the exceptional case of a via PA Online B.V. placed interim Candidate at Principal’s does not do his or her work well demonstrably and provably (case file), PA Online B.V. then has the right and will provide a good Candidate to Principal. Depending on the Candidate’s wages, the hourly rate may be higher or lower.
      2. Provided all invoices have been paid in full.
  9. Confidential information
    1. The parties will carefully store and keep secret all confidential information of which the party in question has become aware in the context of a relationship governed by these General Terms and Conditions and with respect to which it is clear that the other party wishes that information be kept confidential.
  10. Information
    1. The Principal will make available in a timely manner and in the form desired by PA Online B.V. all information and documents that PA Online B.V. requires in order to properly perform the assignment given.
    2. PA Online B.V. is entitled to suspend the performance of the assignment until the time at which the Principal has complied with the obligations referred to in the preceding subsection.
    3. The Principal guarantees that the information and documents made available to PA Online B.V. are correct, complete and reliable. PA Online B.V. is not liable for damage arising from incorrect or incomplete information provided by the Principal.
  11. Payment
    1. Payment must be made without deducting any discount and, unless the parties have agreed otherwise, within 2 (two) weeks of the invoice date. Objections against the height of the invoice does not allow postponement of payment.
    2. Regardless of the payment conditions agreed by the parties, PA Online B.V. is entitled to demand sufficient security for payment before the delivery and to cease work on the assignment if that security cannot be furnished.
    3. If the payment term is not complied with, the Principal will be charged interest on the invoice amount in accordance with the statutory interest rate. Partial months will be regarded as full months for the calculation of the statutory interest.
    4. PA Online B.V. retains the ownership of goods and rights and to the extent stipulated the ownership of such goods and services and rights will not be transferred to the Principal until the day on which the Principal has paid the principal amount, interest, costs and compensation of any damage due in respect of the goods delivered, including any in respect of prior deliveries or services.
    5. Partial payment may be required for assignments that require a long period of time to complete. The parties must agree on such partial payments in advance.
    6. All judicial and extra judicial costs in respect of the collection of amounts owed by the Principal that have not been paid in a timely manner will be paid by the Principal; such amounts will be equal to at least 15% of the amount due, with a minimum of EUR 125 exclusive of VAT.
    7. The Principal must inform PA Online B.V. in writing within one week of the invoice date of any objections to an invoice of PA Online B.V. If it fails to do so the Principal will be deemed to have accepted the amount of the invoice.
  12. Right to retain possession/recovery
    1. If PA Online B.V. has goods belonging to the Principal in its possession, PA Online B.V. will be entitled to retain possession of those goods to secure payment of all costs that PA Online B.V. incurs in performing the assignments from that Principal, regardless of whether those assignments relate to the above-mentioned goods or to other goods belonging to the Principal, unless the Principal has granted sufficient security in respect of those costs.
    2. PA Online B.V. also has a right to retain possession in the event that the Principal is declared bankrupt, in the event that the Principal dies or in the event that the Principal is placed under guardianship.
  13. Penalties
    1. Principal is not permitted during the term of the Contract for Professional Services and for a period of one year after the termination of the Contract for Professional Services to employ the (interim) Candidate, on either a direct or an indirect basis.
    2. As the interim Candidate or Contractor is not permitted during the term of the Contract for Professional Services and for a period of one year after the termination of the Contract for Professional Services to work for or be involved with the Principal and/or to hire a third party at Principal’s other than via PA Online, regardless of from which party the initiative came in that respect.
    3. In the event that the foregoing provision is violated the interim secretary and the Principal will both jointly and severally forfeit a penalty due on call in the amount of EUR 1,000 for each violation plus EUR 500 for each day on which the violation continues.
  14. Partial delivery
    1. The Principal may be charged for each partial delivery, including the delivery of parts of a compound assignment. Article 11 of these General Terms and Conditions applies accordingly.
  15. Default on the part of the Principal
    1. If the progress in the performance or delivery of the work is delayed due to default on the part of the Principal or due to a case of force majeure on its part, PA Online B.V. will be entitled to charge the full agreed amount including the costs already incurred for the materials intended for that assignment, without prejudice to its right to claim other costs, damage and interest.
  16. Failure to meet the term of delivery
    1. The terms indicated by PA Online B.V. are indicative and cannot under any circumstances be deemed to be of the essence. PA Online B.V. will not be in default merely because a term of delivery has not been met.
  17. Cancellation
    1. If the Principal cancels the assignment in whole or in part it will be obliged to reimburse PA Online B.V. for all costs reasonably incurred with a view to the performance of that assignment (costs related to preparation, storage, fees, etc.) and if PA Online B.V. so wishes to take possession of the materials intended for the performance of that assignment at the price that PA Online B.V. included in its calculation; all of the foregoing is without prejudice to PA Online B.V.’s right to compensation of loss of profit and the costs, damage and interest arising from the cancellation.
  18. Purchase
    1. Unless the parties agree otherwise the Principal is obliged to take possession of the assignment immediately after it has been completed.
    2. If as the result of default PA Online B.V. is forced to store the assignment after it has been completed, the Principal may be charged for the related costs.
  19. Complaints
    1. Complaints must be made in writing within 14 days after the delivery of the assignment.
    2. Complaints within the meaning of the preceding subsection may be made only insofar as the Principal has not put the assignment into use and has not had it at its disposal in any other way.
    3. The liability of PA Online B.V. on the basis of any agreed delivery is limited to the amount related to the assignment in question.
    4. PA Online B.V. may furnish proper work for improper work, unless the parties have agreed otherwise in writing.
    5. PA Online B.V. is not liable for the consequences of defects in the assignment, models or materials supplied by Principal.
  20. Force majeure
    1. Force majeure is taken to mean: any circumstance that is independent of the parties’ will or any unexpected circumstances as a result of which the parties cannot reasonably expect that the agreement will be complied with. In this respect force majeure will be deemed to include permanent or temporary disruptions in one of the parties’ business or impediments that prevent the normal performance of the agreement, including but not limited to circumstances such as strikes, lockouts, measures taken by the authorities, a state of war and/or martial law, fire, natural disasters, epidemics, extremely long periods of frost, extreme weather conditions and similar circumstances.
    2. Illness, temporary or permanent incapacity for work and personal indispensability of the persons performing the work discharge PA Online B.V. from its duty to meet the agreed term of delivery or its duty to deliver, without the Principal being entitled to enforce any right to compensation of costs, damage or interest on that basis.
    3. PA Online B.V. will immediately notify the Principal in the event of a case of force majeure. After receiving that notification the Principal will have a period of eight (8) days in which it is entitled to cancel the assignment in writing; however, in that case the Principal will be obliged to take delivery from PA Online B.V. and pay for the part of the assignment that has been completed.
  21. Liability, indemnifications and exclusions
    1. Insofar as PA Online B.V. is dependent on the cooperation, services or deliveries of third parties in respect of its activities, PA Online B.V. cannot be held liable in any way for any damage whatsoever that arises from those relationships with PA Online B.V. or the severing of such relationships, regardless of whether that damage arises or becomes apparent during the relationship with PA Online B.V.
    2. PA Online B.V. is not liable for damage that is the result of defects or flaws in hardware or software.
    3. Even if it must be assumed that PA Online B.V. is liable for the Principal’s damage, its liability will be limited to compensation of the replacement damage up to a maximum of one time the amount of the price stipulated for that agreement (exclusive of VAT). If the agreement is principally a continuing performance contract having a term that exceeds 6 (six) months, the price stipulated will be deemed to be the total of the fees (exclusive of VAT) stipulated for 6 (six) months. Any liability on the party of PA Online B.V. for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation of indirect damage, consequential loss or damage due to loss of turnover or profit.
    4. After acceptance PA Online B.V. is not further liable for defects until after the guarantee obligations referred to in Article 8 and 12 have been complied with.
    5. Without prejudice to the other provisions contained in these General Terms and Conditions in respect of PA Online B.V.’s liability, PA Online B.V. does not accept any liability for loss of profit and/or other forms of indirect or consequential damage and damage in respect of third parties unless the case in question involves an intentional act or gross negligence on the part of PA Online B.V. and/or subordinates of PA Online B.V.
    6. PA Online B.V. does not accept any liability for errors or defects in any respect whatsoever if PA Online B.V. has not stipulated any consideration for its work or products.
    7. If the Principal claims full or partial dissolution of the agreement and insofar as the Principal has demonstrably suffered damage due to a breach on the part of PA Online B.V., PA Online B.V. will reimburse any surplus value of the replacement performance with a maximum of one-half of the value of the inadequate or dissolved portion of the agreement.
    8. Any claim for performance of PA Online B.V.’s contractual obligations will lapse if the Principal is in default in respect of its compliance with any obligation on its part towards PA Online B.V.
  22. Amendments to the General Terms and Conditions
    1. PA Online B.V. reserves the right to amend or supplement these General Terms and Conditions.
    2. Amendments also apply in respect of agreements that have already been concluded with due observance of a term of 30 (thirty) days after notification of the amendment in writing.
    3. If the Principal does not wish to accept an amendment to these General Terms and Conditions it will be entitled to dissolve the agreement until the date on which the new conditions enter into effect, effective from that date.
  23. Price changes
    1. Changes in the prices as a result to inflation and/or legislation regulations, which enter into effect after the assignment has been accepted may be charged on to the Principal. Price changes include changes in fees, financial or otherwise, and payments established by law.
  24. Copyrights, industrial property rights and reproduction rights
    1. By giving an assignment to use, duplicate or reproduce goods protected by the Dutch Copyright Act (Auteurswet) or any industrial property right, the Principal declares that the copyrights or industrial property rights of third parties are not being infringed and it indemnifies PA Online B.V. at law and otherwise against all consequences arising from the use, duplication or reproduction.
    2. All intellectual property rights in respect of materials and the like designed, created or produced by PA Online B.V. continue to vest in PA Online B.V..
    3. Copyrights are not included in the design costs.
    4. The Principal will receive from PA Online B.V. a licence to use works protected by copyright that PA Online B.V. makes in the implementation of an assignment for the benefit of the Principal. That licence applies only as long as the Principal complies with the financial obligations that are related to making available the copyright-protected work.  The licence applies only to use of the work in question by the Principal itself or its legal successors.
    5. Use by third parties is not permitted without written permission.
    6. Without the prior written permission of PA Online B.V. the Principal and/or third parties are not permitted to make changes to any model, design, photograph, etc. that has already been accepted or put into use.
  25. Termination by PA Online B.V.
    1. The Principal will be deemed to be attributably in default without any further notice being required:
      1. in the event that it fails to comply with any obligation under the agreement in full and in a timely manner;
      2. in the event of a bankruptcy or suspension of payments (or a threatened bankruptcy or suspension of payments) in respect of the Principal itself or its business; or
      3. in the event that its business is wound up.
    2. In the cases referred to in the preceding subsections PA Online B.V. will be entitled, without any notice and/or judicial intervention being required, to suspend the performance of the agreement in whole or in part or to dissolve the agreement in whole or in part without owing any compensation.
    3. The foregoing provisions apply without prejudice to PA Online B.V.’s other rights.
  26. Applicable law
    1. All portions of the agreement are governed by Dutch law.
    2. If a court pronounces that one or more articles contained in these General Terms and Conditions are invalid, the remaining provisions contained in these General Terms and Conditions will continue to apply in full and PA Online B.V. and the Principal will consult in order to agree on new provisions to replace the provisions that are void or that have been declared void, in which context the purpose and purport of the provisions that are void or that have been declared void will be taken into consideration to every extent possible.
    3. The parties designate the competent court in The Netherlands as the court having jurisdiction.