Service Provider: ICS Staffing and Payroll B.V., having its registered office at Bredaseweg 185, 4872 LA Etten-Leur. These terms govern all Assignment Orders for staffing, payroll, and secondment services in the Netherlands.
These General Terms and Conditions apply to all offers, quotations, Assignment Orders, and agreements between ICS Staffing and Payroll B.V. (the "Service Provider") and its commercial counterparties ("Principals") for the provision of staffing, payroll, and secondment services in the Netherlands.
In these General Terms and Conditions, the following capitalised terms have the meanings set out below:
2.1These General Terms and Conditions apply to all offers, quotations, Assignment Orders, and agreements between the Service Provider and the Principal, as well as to all activities arising therefrom or connected thereto.
2.2Deviations from these General Terms and Conditions are valid only if expressly agreed in writing in the Assignment Order or in a separate addendum signed by both parties. In the event of conflict between the Assignment Order and these General Terms and Conditions, the provisions of the Assignment Order shall prevail.
2.3The applicability of any general or specific terms and conditions of the Principal, by whatever name (including purchase, supplier, or framework terms), is expressly rejected. The Principal's acceptance of an offer or signing of an Assignment Order constitutes acceptance of these General Terms and Conditions and rejection of its own conflicting terms.
2.4The Service Provider may amend these General Terms and Conditions from time to time. Amendments take effect for existing Assignment Orders thirty (30) days after written notice to the Principal, unless the Principal objects in writing within that period to specific material amendments, in which case the existing version continues to apply to that Assignment Order until its natural end.
2.5If any provision of these General Terms and Conditions is held to be invalid, void, or unenforceable, the remaining provisions remain in full force. The parties shall replace the affected provision with a valid provision that reflects the original intention as closely as possible.
3.1All offers and quotations of the Service Provider are without obligation and remain valid for thirty (30) days from the date of issue, unless stated otherwise.
3.2An Assignment Order is formed when both parties sign the Assignment Order document, or when the Principal otherwise accepts in writing the Service Provider's offer and the Service Provider confirms commencement.
3.3Verbal arrangements bind the Service Provider only after written confirmation.
4.1Each Assignment Order is concluded for the duration set out in the Assignment Order. Unless otherwise specified, an Assignment Order does not automatically renew.
4.2Either party may terminate an Assignment Order prematurely by giving written notice to the other party, observing a notice period of sixty (60) days, with notice given by registered letter or other verifiable written means, taking effect at the end of a calendar month.
4.3If the Principal terminates an Assignment Order before the end of the agreed duration, the Principal shall continue to pay the full Charge Rate (including any accrued Variable Remuneration as set out in Article 8) until the later of (a) the end of the notice period under Article 4.2 and (b) the end of the notice period applicable to the Service Provider under its underlying employment contract with the Consultant. This back-to-back arrangement reflects the Service Provider's continued wage-payment obligations under Dutch employment law.
4.4Either party may terminate an Assignment Order with immediate effect, without judicial intervention and without owing damages, if the other party:
4.5Termination of an Assignment Order does not affect rights and obligations that, by their nature, are intended to continue after termination, including Articles 9 (Variable Remuneration), 13 (Direct hire), 14 (Liability), 15 (Confidentiality), and 17 (Data protection).
5.1The Consultant shall perform the function and tasks set out in the Assignment Order. Material changes to the function, scope of work, or location require a written addendum signed by the Principal and the Service Provider.
5.2The Principal exercises day-to-day management and direction over the Consultant during the performance of the Assignment, within the framework of the Assignment Order and the underlying employment contract.
5.3Working hours and patterns are set out in the Assignment Order. Structural overtime requires the prior written consent of the Service Provider and is invoiced in accordance with Article 7.5.
6.1The Service Provider exercises due care in selecting and matching the Consultant to the Assignment but does not guarantee any specific performance outcome. The Service Provider is not liable for loss or damage resulting from the Consultant's performance, save as set out in Article 14.
6.2If, during the first sixty (60) days of an Assignment, the Principal reasonably determines that the Consultant does not meet the requirements of the function, the parties shall in good faith discuss replacement, performance improvement, or termination. The Service Provider's reasonable efforts to identify a replacement do not constitute an obligation to deliver one.
6.3The Consultant may be replaced by the Service Provider only in case of resignation, prolonged illness, or other circumstances making continued performance impracticable, and only after consultation with the Principal.
7.1The Principal owes the Service Provider the Charge Rate set out in the Assignment Order for the duration of the placement. The Charge Rate is exclusive of VAT and exclusive of approved expenses, overtime, shift allowances, and Variable Remuneration components, all of which are invoiced separately or as line items.
7.2The Service Provider invoices the Principal monthly, in arrears. Invoices itemise the Charge Rate, any approved expenses, overtime, allowances, and Variable Remuneration where applicable.
7.3The Service Provider is entitled to adjust the Charge Rate annually per 1 January, and additionally during the term of the Assignment Order in the event of (a) legally mandated changes to wage tax, social security contributions, pension contributions, or minimum wage; (b) changes to applicable collective labour agreements (CAOs) affecting the Consultant's terms of employment; or (c) increases to the Consultant's gross salary agreed in writing with the Principal. Adjustments under (a) and (b) take effect on the date of the underlying statutory or CAO change. The Service Provider gives reasonable written notice of the adjustment.
7.4Approved business expenses incurred by the Consultant in the performance of the Assignment are invoiced to the Principal at cost, increased by the processing uplift for net expenses set out in the Assignment Order.
7.5Overtime, weekend work, and shift work are invoiced in accordance with the uplift specified in the Assignment Order, or, absent specification, in accordance with the applicable CAO or sectoral standard.
8.1Invoices are payable within fourteen (14) days of invoice date, by bank transfer to the account designated by the Service Provider, without set-off, deduction, retention, or suspension of any kind.
8.2On the due date, the Principal is in default by operation of law without further notice being required. From that date, the Principal owes statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code on the outstanding amount, until full payment.
8.3All extrajudicial and judicial collection costs are payable by the Principal, with extrajudicial costs calculated in accordance with the Dutch Decree on Extrajudicial Collection Costs (Besluit BIK), subject to a minimum of € 250.
8.4The Service Provider is entitled to suspend performance under any Assignment Order, including the placement of any Consultant, if any undisputed invoice remains unpaid for more than thirty (30) days after the due date. Suspension does not relieve the Principal of its payment obligations.
8.5The Service Provider may at any time require the Principal to provide a security deposit, bank guarantee, parent-company guarantee, or other security in an amount up to three (3) months of the prevailing Charge Rate per active Assignment, as a condition of continued performance. The Service Provider may refuse or suspend Assignments pending such security.
8.6Payments received from the Principal are applied first to collection costs, then to interest, and finally to the principal sum of the oldest outstanding invoice, regardless of any contrary instruction by the Principal.
9.1Where an Assignment Order provides for Variable Remuneration, the basis (company results, individual performance, or other), the on-target amount, the Performance Period, and the payment date are set out in the Assignment Order. The Variable Remuneration is determined exclusively and at the sole discretion of the Principal.
9.2The Principal shall communicate the assessment and the final amount of Variable Remuneration to the Service Provider in writing no later than fifteen (15) Working Days before the payment date set out in the Assignment Order. The communication shall include sufficient detail to enable the Service Provider to process payroll and statutory withholdings.
9.3The Service Provider's obligation to pay Variable Remuneration to the Consultant is strictly conditional upon (a) receipt of the Principal's written instruction under Article 9.2, and (b) actual receipt of the corresponding funds from the Principal. The Service Provider has no obligation to advance any Variable Remuneration to the Consultant.
9.4Where the Assignment Order specifies that Variable Remuneration is invoiced against the Charge Rate Factor, the invoice amount to the Principal equals the Variable Remuneration amount multiplied by the Charge Rate Factor.
9.5The Principal indemnifies and holds harmless the Service Provider against any claim, demand, proceedings, damages, costs, or expenses (including reasonable legal costs and internal-administration costs) brought by or relating to the Consultant against the Service Provider that arise from or are connected with (a) the assessment of performance, (b) the calculation or amount of Variable Remuneration, (c) any decision by the Principal to award a lower-than-expected or zero Variable Remuneration, or (d) the Principal's failure to provide written instruction or funds in accordance with this Article 9.
10.1Where the Assignment Order indicates that sickness risk coverage is included ("Y"), the Service Provider continues to invoice the Principal at the agreed Charge Rate during periods of the Consultant's illness or incapacity for work, up to a maximum of one hundred and four (104) weeks of continuous incapacity or until termination of the Assignment Order, whichever is earlier.
10.2Where the Assignment Order indicates that sickness risk coverage is excluded ("N"), the Service Provider does not invoice the Charge Rate for periods of the Consultant's illness, except for any statutory minimum wage-continuation costs the Service Provider is required to bear under Dutch law, which shall be invoiced to the Principal at cost. The Service Provider may require security under Article 8.5 in such cases.
10.3Paid leave (annual leave, parental leave, care leave, statutory birth leave) is included in the Charge Rate and does not give rise to additional invoicing, save where specifically agreed otherwise in the Assignment Order.
10.4The Principal shall promptly notify the Service Provider of any absence or illness of the Consultant, and shall cooperate with the Service Provider and its certified Occupational Health Service (arbodienst) in respect of return-to-work arrangements (re-integration).
11.1The Service Provider verifies the Consultant's identity and right to work in the Netherlands prior to commencement of the Assignment, in accordance with applicable legislation.
11.2The Principal shall, at the Service Provider's request, present the Consultant's identity document at the workplace, and shall not allow the Consultant to perform work in the absence of valid identification.
11.3Where a Consultant performs the Assignment as a highly skilled migrant or knowledge worker (kennismigrant), the Service Provider's status as recognised sponsor (erkend referent) with the Immigration and Naturalisation Service (IND) and the corresponding salary thresholds apply. The Principal shall cooperate with documentation requirements imposed by IND or other authorities.
12.1The Principal bears the duty of care under Section 7:658 of the Dutch Civil Code in respect of the work environment, equipment, instructions, and conditions under which the Consultant performs the Assignment. The Principal shall provide the Consultant with the same standard of safety and protection as it provides to its own employees in similar functions.
12.2Prior to commencement of the Assignment, the Principal shall inform the Consultant and the Service Provider of any specific occupational risks, required qualifications, and safety procedures applicable at the workplace.
12.3In the event of a workplace accident involving the Consultant, the Principal shall promptly notify the Service Provider and the relevant authorities, and cooperate fully with any investigation.
13.1The Principal shall not, during the term of any Assignment Order and for a period of twelve (12) months thereafter, directly or indirectly engage the Consultant - whether as employee, contractor, freelancer, consultant, agency worker, or in any other capacity, whether for the Principal itself, an affiliate, or a third party - without the prior written consent of the Service Provider.
13.2For the purposes of this Article 13, "engage" includes any working relationship of more than ten (10) hours per month or for a duration of more than one (1) month, whether paid or unpaid.
13.3If the Principal wishes to engage the Consultant directly during the period referred to in Article 13.1, the Principal shall give the Service Provider thirty (30) days' prior written notice and shall pay the Service Provider a one-off direct-hire fee equal to the greater of:
13.4Breach of this Article 13 entitles the Service Provider to an immediately payable contractual penalty of € 50,000 per breach, in addition to the direct-hire fee under Article 13.3 and any damages exceeding that amount, without prior notice of default being required.
13.5The Principal shall procure that its affiliates, group companies, and any third party to whom the Consultant has been introduced through the Principal observe Articles 13.1 to 13.4 as if they were the Principal.
14.1The Principal is liable for, and indemnifies the Service Provider against, any damage caused by the Consultant in the performance of the Assignment to the Principal, third parties, or the Consultant's own person or property, save where such damage results from intent or wilful recklessness on the part of the Consultant. The Principal shall maintain adequate liability insurance covering this risk and shall provide proof on request.
14.2The Service Provider's aggregate liability under or in connection with any Assignment Order or these General Terms and Conditions is limited to the lower of (a) the total Charge Rate amounts invoiced to and paid by the Principal under the relevant Assignment Order in the twelve (12) months preceding the event giving rise to liability, and (b) € 500,000 in aggregate per calendar year across all Assignment Orders.
14.3Liability of the Service Provider for indirect, consequential, or special damage - including but not limited to loss of profit, loss of revenue, loss of contracts, loss of opportunity, reputational damage, and damage from business interruption - is excluded.
14.4The limitations and exclusions in Articles 14.2 and 14.3 do not apply in case of intent or wilful recklessness on the part of the Service Provider's management.
14.5Any claim against the Service Provider lapses if it is not notified in writing, with reasoned substantiation, within twelve (12) months after the Principal became aware or could reasonably have become aware of the facts giving rise to the claim.
15.1Each party shall keep confidential all non-public information of the other party that it receives or becomes aware of in connection with an Assignment Order, and shall use such information only for purposes of performance under that Assignment Order.
15.2The Principal acknowledges that the Service Provider receives confidential information about the Consultant (including personal data, salary information, and employment-related correspondence). The Principal shall not require, and the Service Provider shall not provide, information about the Consultant beyond what is reasonably necessary for the performance of the Assignment and applicable legal obligations.
15.3The confidentiality obligations under this Article 15 survive termination of any Assignment Order for a period of five (5) years.
16.1Any intellectual property rights arising from work performed by the Consultant under the Assignment Order vest in the Principal, to the extent permissible under applicable law, provided that all amounts owed to the Service Provider in respect of that Consultant have been paid.
16.2The Service Provider shall procure that its employment contract with the Consultant contains a customary assignment of intellectual property rights consistent with Article 16.1. The Principal shall provide the Service Provider with any documentation reasonably required to perfect such assignment.
16.3The Service Provider retains any intellectual property rights in its own systems, methodologies, templates, and processes, including any improvements thereto, regardless of the involvement of any Consultant in their development.
17.1In the performance of an Assignment Order, the Service Provider and the Principal each act as independent controllers within the meaning of the GDPR in respect of personal data of the Consultant that they process for their own purposes (the Service Provider for payroll, HR, and tax administration; the Principal for day-to-day management and HR-administrative purposes related to the Assignment).
17.2Where the parties wish to characterise their relationship differently (for example, as controller-processor), or where joint controllership applies under Article 26 GDPR, they shall conclude a separate data processing agreement (DPA) or joint controller arrangement.
17.3Each party shall comply with its obligations under the GDPR, the Dutch Implementation Act (UAVG), and other applicable data protection legislation, and shall promptly notify the other party of any personal data breach affecting the other party's data subjects.
17.4The Principal shall not require the Service Provider to disclose personal data of the Consultant beyond what is necessary for the performance of the Assignment Order or required by law.
18.1The Service Provider is registered with the Dutch Chamber of Commerce as a placement undertaking under WAADI, and confirms its intention to operate under the Wtta regime once that legislation enters into force, including by obtaining the required admission (toelating) within the transitional period.
18.2The Service Provider holds or pursues the following sector certifications, as applicable: SNA (NEN 4400-1) and, where relevant for the Principal's industry, additional sectoral certifications. Current status is communicated on request.
18.3The Principal shall reasonably cooperate with any contractual or operational adjustments required by changes in WAADI, Wtta, or related legislation, including by signing such addenda as may be necessary to maintain compliance.
19.1Neither party is liable for failure to perform any obligation under an Assignment Order to the extent that such failure results from force majeure, including but not limited to natural disasters, pandemics, acts of government, strikes (other than at the party invoking force majeure), war, terrorism, cyber-attacks affecting third-party infrastructure, and prolonged failure of essential utilities or telecommunications.
19.2The party invoking force majeure shall promptly notify the other party in writing, including reasonable detail of the cause and expected duration. Obligations are suspended for the duration of the force majeure event.
19.3If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected Assignment Order(s) with immediate effect by written notice, without liability for damages.
20.1Neither party may assign or transfer its rights or obligations under an Assignment Order to a third party without the prior written consent of the other party, save that the Service Provider may assign its rights and obligations to an affiliate or successor entity within the ICS group structure upon written notice to the Principal.
20.2Either party may pledge or assign its monetary claims under an Assignment Order to a financing institution without consent, provided that the other party is notified in writing.
21.1Notices and communications under an Assignment Order or these General Terms and Conditions shall be in writing and sent to the contact details set out in the Assignment Order. Notices may be sent by email, except for notices of termination, default, or material breach, which shall be sent by registered letter or by email with delivery and read receipt.
21.2The parties accept electronic signatures (including DocuSign, Adobe Sign, and qualified electronic signatures within the meaning of the eIDAS Regulation) as equivalent to handwritten signatures for the formation, amendment, and termination of Assignment Orders.
22.1These General Terms and Conditions and all Assignment Orders are governed exclusively by Dutch law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
22.2Any dispute arising out of or in connection with these General Terms and Conditions or any Assignment Order shall be submitted exclusively to the competent court in the district of the Service Provider's registered office, save that the Service Provider retains the right to bring proceedings against the Principal in any court of competent jurisdiction.
23.1These General Terms and Conditions are concluded in the English language. In the event of any translation into Dutch or another language, the English version shall prevail in case of inconsistency or interpretive doubt.
End of General Terms and Conditions. These General Terms and Conditions are referenced in each Assignment Order entered into between ICS Staffing and Payroll B.V. and the Principal. They are filed with the Dutch Chamber of Commerce and are available on request and on the Service Provider's website.