General conditions

Last update: April 1, 2023

• Definitions

In these general terms and conditions, the following definitions shall apply:

1. Abe freelancers: Abe freelancers, located at Oosterstreek 36 8388 ND Oosterstreek.
2. Contractor: Any natural or legal person who is nominated by Abe freelancers to perform a particular assignment for a client, or any natural or legal person who performs such an assignment through the intervention of Abe freelancers.
3. Customer: Every natural or legal person to whom Abe freelancers proposes a Contractor to carry out a certain assignment, or every natural or legal person for whom a Contractor carries out an assignment through the intervention of Abe freelancers.
4. Agreement: The agreement between Abe freelancers and the Contractor or the Client, whereby Abe freelancers undertakes to have an assignment performed by the Contractor for the Client or to find a suitable Contractor to perform an assignment for the Client. The Contractor or the Client, through an agreement with Abe freelancers, undertakes to perform or accept certain services for the purpose of carrying out the assignment with the Client.
5. Assignment: the work to be performed at the Client’s premises by the Contractor.

• Applicability

1. 1. These general terms and conditions apply to and form part of all offers, assignments and agreements between Abe freelancers and the Contractor or Client, relating to the performance of the Assignment by the Contractor or Client and all agreements and/or disputes arising therefrom.
   2. Deviations from these general terms and conditions are only valid insofar as they have been confirmed in writing by Abe freelancers. Such deviations apply exclusively to the case in question and no rights can be derived from them with respect to legal relationships entered into at a later date.
   3. The applicability of any other general terms and conditions that may be used or referred to by Contractor or Client is hereby expressly rejected.

• Conclusion and execution of agreements

1. 1. An agreement does not exist until there is a signed contract for the work to be performed.
   2. Abe freelancers guarantees to the Client that the work is performed by the Contractor with the utmost care and that the Contractor has the required professional competence.
   3. Abe freelancers expressly agrees that the Contractor also performs work on behalf of other clients. The acceptance of other assignments by the Contractor during the term of the Agreement shall not interfere with the performance of this Agreement.
   4. If, at any time, the Contractor anticipates that it will be unable to fulfill its obligations in connection with an accepted assignment, in a timely manner or properly, the Contractor must immediately notify the Client and Abe freelancers.
   5. Abe freelancers has the right to have the Contractor replaced by others in this assignment and to offer the Client a replacement Contractor, if a Contractor is (temporarily) incapacitated. That substitute must then meet the conditions for professional competence and quality set by Client and Abe freelancers.

• Working hours and working hours

1. 1. The Client guarantees that the Contractor’s hours of work and rest and working hours are in line with the requirements of labor law.
   2. The Client shall ensure that the Contractor does not exceed the legally permitted working hours and the agreed scope of work.

• Working Procedure

1. 1. The Client shall provide Abe freelancers with an accurate description of the position, job requirements, working hours, place of work, working conditions, intended duration of the assignment, hourly rate and possibly other compensation prior to the commencement of the assignment.
   2. Abe freelancers determines, based on the information provided by the Client and suitable Contractors, which Contractor it proposes to the Client to perform the assignment.
   3. The Client has the right to reject the proposed Contractor by Abe freelancers, which will prevent the posting of the proposed Contractor.
   4. Abe freelancers is not liable for any damages if a suitable Contractor cannot be found for the assignment, for whatever reason not.

• Fees

1. 1. The Contractor shall ensure that a sufficiently detailed time and activity record of the assignment is maintained, which shall serve as the basis for billing to Abe freelancers. Expenses are also itemized herein. The Contractor shall ensure authorization by the Client of time and activity records, as well as any expense claims, prior to submitting an invoice. Client may not accept time and activity reports if Client can provide written justification.
   2. Abe freelancers will declare the expenses as incurred under Article 6.1. with the Principal. Abe freelancers uses a payment term of 15 days after receipt of the invoice from the Contractor or from the Client, with a maximum of 30 days from the invoice date, after:

• The agreement entered into with Abe freelancers has been fulfilled;
• Within 15 business days after the end of the relevant billing period, a time and expense report approved by the Client is in Abe freelancers possession;
• Within 15 business days after the end of the relevant invoice period, an invoice from the Contractor of the number of hours is in the possession of Abe freelancers.
• Abe freelancers agree to the invoice.
• Client has made its payments to Abe freelancers.
• Abe freelancers is not responsible for and does not pay interest and collection costs if the number of maximum days is exceeded.
• If the maximum number of days is exceeded, the Client shall pay an interest rate of 2.5 percent per day over the declared number of hours to Abe freelancers.

1. The Contractor’s entitlement to the compensation referred to in Article 6.1 shall only be for the hours during which work is actually performed for the Client. In all other cases in which the Contractor does not actually perform any work for the Client in any period for whatever reasons, the Contractor has no claim to the fee, nor to any other remuneration or (compensation) of any kind.
2. In case resources of Abe freelancers and/or the Contractor are necessary in the execution of the assignment, Abe freelancers will charge the related costs to the Client. If necessary, these costs will be estimated in advance and approved by the Client before being charged.
3. If the use of the infrastructure is prescribed with the Client, the Client shall bear these costs.
4. If the Agreement is terminated prematurely and/or with immediate effect, the hours during which the Contractor actually performed work for the Client shall be paid to the Contractor until notice of termination of the Agreement has reached him with a maximum of two working days.

• Client rate

1. 1. The client rate owed by the Client to Abe freelancers will be calculated over the hours to which the Contractor is entitled under the assignment and/or terms and conditions and will always be calculated at least over the hours actually worked by the Contractor.
   2. VAT is charged on the client rate, surcharges and expense allowances.
   3. Any adjustment to the client rate will be announced by Abe freelancers to the Client as soon as possible and confirmed in writing to the Client.

• Code of Ethics

1. 1. Abe freelancers shall exercise discretion with respect to personal and business data of the Contractor. Personal data will be provided only with the consent of the Contractor.
   2. Contractors are only introduced to a Client after an interview has been conducted by Abe freelancers with the Contractor and the Contractors have been informed about the project to be performed at the Client.
   3. Abe freelancers will observe discretion with regard to personal and company data of the Contractor or the Client. Personal data is provided only with the consent of the Contractor or Client.

• Non-competition

1. 1. During the term of the agreement and for 12 months after the termination of the agreement, the Contractor will not perform any activities for the benefit of the Client without the intervention of Abe freelancers, or for the benefit of a company affiliated with the Client, in any way and in any form, either in its own name, or through and/or in cooperation with natural or legal persons, other than the activities, which result from this agreement.
   2. If the agreement is continued after the stated end date (through an extension agreement), the end date of the agreement shall be the date of the last invoice sent to the client under this agreement.
   3. During the term of the agreement and for a period of one year after the termination of the agreement, the Contractor is not permitted to approach employees of Abe freelancers and/or the Client in order to perform work for another and/or the Client.
   4. Upon violation of any of these provisions, the Contractor shall owe Abe freelancers an immediately due and payable penalty of Euro 12,500 for each violation and for each day that the violation continues, without prejudice to Abe freelancers’ right to claim compliance with these provisions and/or full compensation.

• Ownership of copyright and other rights

1. 1. All intellectual property rights, including copyrights, patents and trademark rights, which have arisen in connection with the execution of the order shall be or remain the property of the Client, for whom the Contractor has performed the work, if and to the extent that the rights described above have arisen in connection with his order.
   2. An exception to 10.1 applies to visual material produced by the Contractor for the Client, i.e. photographic or video material. This is subject to a license, or, user rights.
   3. To the extent that the rights, as defined in Article 10.1, have arisen for the Contractor and the establishment and/or transfer of such rights requires the cooperation of the Contractor, the Contractor hereby authorizes in advance the transfer of such rights to the Client. The Contractor shall cooperate in all actions related to the establishment and/or transfer of the rights described above.
   4. However, Contractor may include produced works for Client in his portfolio.

• Liability

1. 1. The Contractor shall be liable to Abe freelancers for damages suffered by Abe freelancers or a Client as a result of the Contractor’s failure to perform, to perform on time or to perform properly the obligations under the agreement.
   2. Abe freelancers is not liable for compensation for any material or immaterial damage suffered by the Contractor during or as a result of work performed for the Client.
   3. The Contractor is liable for damages and losses the Contractor may cause to the Third Party, Abe freelancers or other third parties. The Contractor shall indemnify Abe freelancers against all third party claims resulting from the damage and/or losses referred to herein. This indemnification shall include the costs of legal assistance provided by Abe freelancers in this regard.
   4. The Contractor is responsible for obtaining adequate professional liability insurance.
   5. The Contractor indemnifies Abe freelancers against any liability towards third parties related to or arising from (the execution of) the assignment, such as the Tax Authorities and the Employee Insurance Administration (UWV), in the event Abe freelancers would be obliged to pay any levies in the payroll sphere, including but not limited to levies.