SystemsAccountants BV – Contract Terms – English

Article 1. Definitions

1.1 In these general terms and conditions, the following terms are defined as follows:
(a) “Client”: the legal entity or natural person that concludes an Engagement Agreement with SystemsAccountants or for whom SystemsAccountants carries out an Assignment.
(b) “Consultant”: the natural person who, on the instruction of or on behalf of the Contractor, performs Services for a Client.
(c) “Contractor”: the legal entity or natural person that, through the mediation of SystemsAccountants in the context of a Project, is placed with a Client or that places a Consultant with a Client, and performs Services for a Client, or has them performed as described in the Engagement Agreement.
(d) “Contractor Agreement”: an agreement concluded between SystemsAccountants and a Contractor for the performance of Services on behalf of a Client.
(e) “Services”: the Services to be performed in the context of the Project as described in the Assignment Agreement.
(f) “Assignment”: the placement of a Contractor and/or a Consultant by SystemsAccountants with a Client for the performance of the Services.
(g) “Engagement Agreement”: the engagement letter as drafted by SystemsAccountants and signed by a Client and SystemsAccountants about an Assignment concerning the placement by SystemsAccountants of a Contractor and/or Consultant with a Client, on the basis of which the Contractor and/or Consultant performs Services on behalf of a Project and in which the content of the Services, the Project, the Fee, as well as the commencement date and the end date are recorded. Furthermore, if applicable, the Engagement Agreement contains the data that should be made available by or on behalf of the Client at the start and during the fulfilment of the Assignment.
(h) “Project”: the Project as described in the Engagement Agreement.
(i) “SystemsAccountants”: SystemsAccountants B.V., established in Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 64997316, or SystemsAccountants Limited, established in Leicester, England, registered in the register of the Companies Registration Office in Peterborough under number 3397753 and also registered in the Trade Register of the Chamber of Commerce under number 64766802, or its subsidiaries, its commercial divisions, or those entitled to the trademark (including Bradshaw Partners and/or SA) or a company affiliated with SystemsAccountants Limited.
(j) “Fee”: the remuneration owed by the Client to SystemsAccountants in connection with the Assignment.
(k) “Conditions”: these general terms and conditions.

Article 2. Applicability

2.1 These Conditions for clients apply to all quotations, Engagement Agreements and other business agreements between SystemsAccountants and a Client in connection with the placement of a Contractor and/or Consultant with a Client.
2.2 General conditions or variant clauses of a Client are only valid if and in so far as they have been accepted by SystemsAccountants in writing. Such acceptance cannot and may not be deduced from the fact that SystemsAccountants does not contest the fact that a Client does not accept the general conditions of SystemsAccountants and/or declares other conditions to be applicable.
2.3 These Conditions are available both in Dutch and in English. In the event of possible discrepancies, the Dutch text shall be binding.

Article 3. Quotations and the Realisation of the Assignment

3.1 All quotations provided by SystemsAccountants and the prices and conditions stated therein are always provided completely free of engagement and, unless stated otherwise, are valid for a maximum period of four weeks. An offer is binding only if it is expressly made by SystemsAccountants in writing such that the period given for acceptance is also stated therein.
3.2 Verbal commitments are only binding on SystemsAccountants if it has confirmed the same in writing.
3.3 Assignments and changes to them are realised at the moment that SystemsAccountants accepts them in writing by sending an Engagement Agreement or at the moment that SystemsAccountants actually starts to perform the activities.

Article 4. Term and Termination of the Assignment

4.1 The Assignment is entered into for a period that is agreed in the Engagement Agreement.
4.2 The Assignment entered into for a definite period ends legally at the moment that the agreed time recorded in the Engagement Agreement expires, when a future event agreed to in advance arises or once a certain agreed objective has been achieved.
4.3 If, from the Engagement Agreement, it is clear that the term of the Assignment has been made dependent on a future event or on the achievement of a certain agreed objective, then premature cancellation is not possible.
4.4 The premature cancellation of an Assignment entered into for a definite period is only possible if this is agreed to between the parties in writing, and in compliance with the period of notice agreed to in the Assignment Confirmation. The cancellation should be done in writing at the end of the month.
4.5 The Client shall let SystemsAccountants know, in time before the end of the Assignment, whether and, if so, for how long and under what other conditions he wants to continue or extend the Assignment. The Client should provide this information no later than 5 weeks prior to the end of the Assignment if it concerns an Assignment for a definite period. The Client should also indicate whether he would like to keep the same Consultant for the extension of the Assignment. SystemsAccountants shall consider every request for continuance or extension and decide whether and under what conditions it will grant this request.
4.6 Each Assignment ends at the moment that one of the parties cancels the Assignment with immediate effect because:
(a) the other party is in default with respect to fulfilling any obligation that ensues from the Assignment and/or these Conditions;
(b) the other party has been liquidated;
(c) the other party has been declared to be in a state of bankruptcy or has applied for a suspension of payments;
(d) the Client, due to an attachment on the property of the Client or for any other reason, has lost the power to dispose of his assets or parts thereof;
(e) in the judgement of SystemsAccountants, collection of existing or future claims cannot be secured.
If SystemsAccountants bases the cancellation on one of these grounds, this will not lead to any liability on the part of SystemsAccountants for the loss that the Client suffers as a result. As a result of the cancellation, the claims of SystemsAccountants shall become payable on demand.
4.7 If the Contractor Agreement between SystemsAccountants and the Contractor is terminated and this agreement is not continued immediately on behalf of the same Client and the Contractor and/or Consultant is not replaced by another Contractor and/or Consultant within 14 days or within a longer period to be set by the Client and SystemsAccountants, then in that case the Assignment ends by force of law.
4.8 Provisions that, owing to their nature, are meant to continue beyond the end of the Assignment, such as the provisions concerning payment, liability, intellectual property, confidentiality, privacy and applicable law, shall remain in effect after the end of the Assignment.

Article 5. Selecting the Contractor and/or Consultant

5.1 Based on the data provided by the Client SystemsAccountants will, to the best of its knowledge and ability, do its utmost to select a Contractor and/or Consultant that meets the requirements and expectations the Client as much as possible. The Client is nonetheless the only one responsible, in all cases, for ensuring that the Contractor and the Consultant are acceptable and have the necessary skills and experience to enable them to perform the Services and that the Contractor and the Consultant possess all the necessary qualifications, work permits and similar things to carry out the Project in the country in which the Services must be performed.
5.2 The Client shall cooperate in every way that is reasonable to expect and that is necessary to ensure a good selection of the Contractor by SystemsAccountants and shall provide SystemsAccountants, before the start of the Assignment, with all relevant information, including an accurate description of the Services, the knowledge, skills and experience required to perform the Services and the intended duration of the Assignment.
5.3 SystemsAccountants shall conclude a Contractor Agreement with the Contractor selected by the Client concerning the performance of the Services by the Contractor and/or Consultant on behalf of the Client.
5.4 The Contractor shall not be contracted exclusively for the Client. If and in so far as the Contractor is and remains able to meet his obligations towards the Client, then the Contractor is entitled to provide services, including the services of the Consultant, to third parties.

Article 6. Replacement of Contractor and/or Consultant

6.1 If the Contractor and/or the Consultant are, for whatever reason, no longer available to perform the Services, then SystemsAccountants has the right to replace them with another qualified Contractor and/or Consultant within 21 days after SystemsAccountants has become aware of the unavailability of the Contractor and/or Consultant. The Client can reject a proposal of SystemsAccountants for the replacement – if requested, in writing and substantiated – only if the replacement Contractor and/or Consultant does not (sufficiently meet) the job requirements set due to reasons of skill, experience, qualifications or otherwise.
6.2 If SystemsAccountants is unable to find a suitable Contractor and/or Consultant within the set period, then SystemsAccountants and the Client, each separately, have the right within 7 days to terminate the Engagement Agreement with immediate effect. Termination shall take place by means of a written notification to the other party.
6.3 If the Contractor and/or Consultant are replaced by another Contractor and/or Consultant, the Fee shall be re-established as stipulated in Article
16.3 of these Conditions.

Article 7. Contractor Agreement

7.1 For the performance of an Assignment, SystemsAccountants shall conclude an Engagement Agreement with the Contractor that is based on the contract assessed by the tax authorities on 30 March 2017 under number 913-2017- 39637-1-0; insofar as amendments will be made in the contract between SystemsAccountants and the Contractor, these amendments will not impair the highlighted provisions of the model or sample contract. This Contractor Agreement shall contain the provisions as stipulated hereinafter in this article for the benefit of the Client.
7.2 In the Contractor Agreement, the Contractor shall pledge to SystemsAccountants and the Client that, in performing the Services, he shall adhere to the procedures that are laid down in the Engagement Agreement, including the procedures with respect to the time registration. The Contractor shall guarantee that the Consultant shall also adhere to these requirements.
7.3 The Contractor shall declare in the Contractor Agreement that all intellectual property rights, including but not limited to copyrights, that ensue from the performance of the Services by the Contractor and/or the Consultant belong to the Client, with the understanding that intellectual property rights that are established prior to the start of the Services do not belong to the Client and the Contractor and/or the Consultant are and remain entitled to use their general skills and experience and to improve and development them during the performance of the Activities.
7.4 If and in so far as the intellectual property rights that, pursuant to paragraph 3 of this article, belong to the Client do not already legally belong to the Client pursuant to the provision in paragraph 3, then the Contractor shall in advance, also on behalf of the Consultant, transfer the intellectual property rights in question to the Client in the Contractor Agreement, without reserving any authority belonging to the same.
7.5 The Contractor shall guarantee in the Contractor Agreement that the intellectual property rights of third parties shall not be infringed by the performance of the Services and that the Contractor and/or the Consultant shall waive their personality rights, inasmuch as this is legally possible, to the extent that they might or could be entitled to such in the performance of the Services.
7.6 Contractor and/or Consultant will, at the offices of the Client, adhere to the rules, procedures, and policy prescribed by the authorities and by Client, with regard to health, safety and security and will state that he will strictly observe the appropriate provisions.

Article 8. Confidentiality

8.1 In the Contractor Agreement, the Contractor and/or the Consultant shall pledge to the Client to observe strict confidentiality towards all third parties concerning everything they have come to know about the Client in the context of performing the Services and in respect of which they know or could reasonably have surmised that the revelation of this knowledge is or could be damaging for the other party.
8.2 The Client is free, if he so wishes, to require the Contractor and/or the Consultant directly to observe confidentiality. The Client shall inform SystemsAccountants about his intention to do this and shall provide a copy of the statement/agreement to this effect to SystemsAccountants.
8.3 SystemsAccountants is never liable for any damage that results from the fact that a Consultant has violated a confidentiality requirement. The Client shall indemnify SystemsAccountants against the claims of third parties with respect to the non-compliance or inadequate compliance with any confidentiality requirement by the Consultant.

Article 9. Privacy

9.1 In the context of the Assignment and the performance of the Services, there is a regular exchange of personal data, particularly concerning consultants. The Client and SystemsAccountants are required to treat the data confidentially in accordance with the Personal Data Protection Act (Wet Bescherming Persoonsgegevens – WBP) and related laws and regulations. The Client shall not demand any data from SystemsAccountants that SystemsAccountants may not provide by virtue of applicable laws and regulations. The Client is responsible for the further processing of the data provided to them by SystemsAccountants.
9.2 The Client is responsible for ensuring that personal data is provided to SystemsAccountants only if and to the extent that the Client has the right to do so and has been given any necessary permission for this by the persons concerned.
9.3 The Client indemnifies SystemsAccountants against each claim of consultants, employees of the Client or other third parties submitted against SystemsAccountants in connection with a violation by the Client of the provision in this article and shall cover costs incurred by SystemsAccountants in connection with this.
9.4 In the Contractor Agreement or General Terms and Conditions for Contractors, the Contractor shall guarantee that they and/or the Consultant shall comply with the provisions concerning the Personal Data Protection Act (Wet Bescherming Persoonsgegevens) and the Databases Act (Databankenwet) and, in particular, that for the performance of the Services only personal data shall be used, provided by the Client and/or SystemsAccountants, in so far as the use thereof is necessary to carry out the activities properly as described in the Contractor Agreement. If the Contractor processes personal data, they shall ensure that the data is protected against unauthorised or illegal access and are protected against damage, loss and destruction.

Article 10. Independence of the Contractor

10.1 The Contractor accepts the assignment to perform the Services on behalf of the Client and thereby accepts full responsibility for the performance of the agreed activities in the proper manner.
10.2 The Contractor and/or the Consultant shall organise their activities independently. Yet, in so far as it is necessary for the performance of the Services in the context of the Project, they shall be coordinated with the Client when collaboration with others is involved so that they shall proceed in an optimal manner. If necessary, in regard to the activities, the Contractor and/or the Consultant shall adhere to additional hours on agreement between both parties.
10.3 The Client shall grant the Contractor and/or the Consultant all authority and information necessary for the proper performance of the Services.
10.4 When performing the agreed activities, the Contractor is entirely independent. They shall perform the agreed activities at his own discretion and without the supervision or management of the Client and/or SystemsAccountants. The Client can however give guidance or instructions about the result of the Services that are performed by the Contractor.
10.5 Under no conditions whatsoever shall the Contractor and/or the Consultant pose as an employee or representative of the Client or SystemsAccountants.

Article 11. Performance of the Services

11.1 The Contractor shall perform the Services to the best of their knowledge and ability and in accordance with the current state of science and technology, and they shall make use of his knowledge and experience in general as may be expected from a competent and experienced person in the performance of similar activities.
11.2 If the Contractor has failed to perform the Services as a good and competent Contractor should have done, or has not complied or has insufficiently complied with the provisions in Articles 8 and 9 of these Conditions, then the Contractor shall, at the request of the Client, correctly perform the Services again, at their own cost and risk, provided that request of the Client is made no later than six months after the end of the Assignment.

Article 12. Right to Suspend Performance

12.1 Without the prior permission of SystemsAccountants, the Client is not entitled to entirely or partially suspend the performance of the Services by the Contractor and/or the Consultant temporarily unless there is a question of force majeure in the sense of Article 6:75 of the Dutch Civil Code.
12.2 If the Client is not entitled to suspend the performance of the Services temporarily, but the Client, the Contractor and/or the Consultant cannot temporarily perform the agreed Services for reasons that fall within the Client’s sphere of risks, then the Client is required to pay to SystemsAccountants the usual Fee, in full, for the duration of the suspension.

Article 13. WAADI

13.1 The parties assume that the Netherlands Posting of Workers by Intermediaries Act (Wet Allocatie Arbeidskrachten door Intermediairs – “WAADI”) does not apply to the legal relationship between the Contractor, the Client and/or SystemsAccountants. Nonetheless, before the start of the Assignment, the Client shall provide SystemsAccountants with a description of the (commensurable) job to be performed by the Contractor and/or the Consultant in the organisation of the Client, as well as the connected job requirements, the associated salary level and any additional conditions of employment. In the negotiations with the Contractor concerning the remuneration to be paid by SystemsAccountants to the Contractor, SystemsAccountants shall, in as much as is necessary, take into account the data provided for this purpose by the Client to SystemsAccountants.
13.2 If, at any moment, it appears that the job description and salary level provided by the Client to SystemsAccountants does not correspond with the actual job performed by the Contractor and/or the Consultant, then the Client shall provide SystemsAccountants immediately with the correct job description, together with the correct level of salary. If, in spite of the provision in paragraph 1 of this article, it appears that Article 8 of the WAADI applies and the new job description and the adaptation leads to a higher remuneration and the right of the Contractor to additional payments, such as overtime and bonuses, then SystemsAccountants shall adjust the remuneration agreed to with the Contractor for this, if necessary. This adjustment shall be implemented in the Fee to be paid by the Client. The Client owes the adjusted Fee to SystemsAccountants from the moment that the actual job is performed.
13.3 If the Contractor and/or the Consultant performs the Services at the office or in the company, then at least 4 weeks prior to a closure of the company of the Client, the Client shall inform SystemsAccountants about this and, should he fail to do so, the Client is required to pay SystemsAccountants the full Fee, for the duration of the company closure, for the most recent valid or usual number of hours per period by virtue of the Assignment and conditions.

Article 14. Safety and Liability

14.1 The Client is required to ensure that the Contractor and/or the Consultant performs his activities in accordance with what is laid down in or by virtue of the Working Conditions Act (Arbeidsomstandighedenwet). The Client is required to provide a document to the Contractor and SystemsAccountants, on time before the start of the activities of the Consultant, which contains a description of the specific characteristics of the job position to be assumed. The Client should give the Contractor and/or the Consultant active information about the Risk Inventory and Evaluation (RIE) employed within his company.
14.2 The Client is required to take sufficient measures and to provide sufficient instructions as are reasonably necessary to prevent the Contractor and/or the Consultant from suffering harm when performing his activities.
14.3 The Client indemnifies SystemsAccountants against every claim of third parties or of the Contractor and/or the Consultant related to the harm referred to in paragraph 2 of this article and shall reimburse all costs reasonably incurred by SystemsAccountants in connection with the same.
14.4 The Client indemnifies SystemsAccountants against every claim of a Contractor and/or Consultant connected with loss that they suffer because something belonging to the Contractor and/or the Consultant is damaged or destroyed when performing the activities for the Client.

Article 15. Insurance

15.1 In so far as possible, the Client and SystemsAccountants shall sufficiently insure themselves against liability based on the provisions in these conditions. At the request of SystemsAccountants, the Client shall provide proof of the insurance.
15.2 SystemsAccountants shall ensure that the Contractor is sufficiently insured against liability in his capacity of providing the Services during the period in which he performs the Services for the Client.

Article 16. Fee

16.1 The Client owes SystemsAccountants the Fee in accordance with the payment conditions that are laid down in the Engagement Agreement and/or these Conditions. The Fee is calculated by multiplying the agreed day rate by the number of days or parts thereof during which the Contractor has performed the Services, as shown by the time registration filled in by the Contractor and approved by the Client (time sheet). The approval of the time sheet takes place via e-mail, via the online time sheet system of SystemsAccountants or in another manner. Once a time sheet of the Contractor has been approved by the Client, it is binding.
16.2 VAT will be charged on the Fee and any surcharges.
16.3 SystemsAccountants is entitled to adjust the Fee and surcharge factor during the term of the Assignment if the (expected) costs of the Contractor rise as a result of:
(f) the replacement of the Contractor and/or the Consultant;
(g) the WAADI becoming applicable and (a change to) the applicable collective labour agreement or employment conditions scheme, including a general or periodic pay rise or promotion increase and/or;
(h) changes in or resulting from laws and regulations, including changes in or resulting from social and tax laws and regulations.
SystemsAccountants is furthermore entitled to adjust the Fee as of the first Monday of week 1 of each calendar year based on the CBS index for Contractual labour costs per hour (business services).
16.4 SystemsAccountants shall inform the Client about each adjustment of the Fee as soon as possible and shall confirm it to the Client in writing.

Article 17. Reimbursement of Expenses

17.1 Any expenses incurred by the Contractor in the context of performing the Services, the incurrence of which has been approved by the Client in advance, shall be charged by the Contractor directly to the Client.
17.2 Unless otherwise stipulated in the Engagement Agreement, SystemsAccountants shall not charge the Client for any expenses incurred by the Contractor.

Article 18. Invoicing

18.1 SystemsAccountants shall draft its invoice based on the time sheet approved by the Client.
18.2 The Client is required to send the time sheet – in accordance with the provisions in paragraphs 3 and 4 – to SystemsAccountants no later than on the Monday after the end of the workweek to which the time registration pertains before 12:00 noon.
18.3 Regardless of how the work time has been registered, the Client is required to ensure that on the time sheet, in any case, the following data is given correctly and fully: the name of the Contractor, the number of half-days worked and any surcharges and – to the extent reported – any expenses actually incurred.
18.4 Regardless of how the work time has been registered, the Client shall ensure that SystemsAccountants has access to the correct and full time sheet that he has approved as quickly as possible, but before 12:00 noon on the Monday immediately following the workweek worked by the Contractor. If – for reasons that cannot be attributed to the Client – the time sheet is offered to the Client after this time, then he shall, in any case, ensure that the time sheet is checked and, if necessary, corrected and/or approved by him immediately after it has been made available to him.
18.5 If and in so far as the Contractor and the Client have a difference of opinion concerning the accuracy or completeness of the time sheet, then SystemsAccountants is entitled to establish the hours, costs and surcharges in accordance with the report of the Contractor, unless the Client can show that the information that he has provided is correct.

Article 19. Payment

19.1 The Client is required to pay each invoice of SystemsAccountants within 28 days from the invoice date. The invoice has been paid when and as soon as the amount due has been received by SystemsAccountants.
19.2 Only payments made to SystemsAccountants discharge a debt. Payments made by the Client to a Consultant, under whatever title, are non-binding on SystemsAccountants and cannot provide grounds for debt settlement or set- off.
19.3 If an invoice is not paid within the period named in paragraph 1, then the Client is legally in default from the first day after the expiry of the payment period and owes interest of 8% a year on the outstanding amount, such that a part of a month counts as being a full month. The under-copy or copy of the invoice sent to the Client by SystemsAccountants that is in the possession of SystemsAccountants serves as full proof of the interest due and the day on which the calculation of interest begins.
19.4 If the Client disputes the invoice entirely or in part, he should notify SystemsAccountants of this fact in writing within fourteen calendar days after the invoice date with a precise statement of his reasons. After that period, the Client’s right to dispute the invoice expires. The burden of proof concerning the timely disputation of the invoice rests with the Client. Disputing the invoice does not release the Client from his payment obligation.
19.5 The Client is not authorised to set-off the invoice amount, regardless of whether he disputes it, with counterclaims, whether or not they are rightly regarded as such, and/or to suspend the payment of the invoice.
19.6 If the financial position and/or the payment behaviour of the Client, in the opinion of SystemsAccountants, gives reason for such measures, then the Client is required, at the written request of SystemsAccountants, to provide an advance payment and/or sufficient security, by means of a bank guarantee, a right of pledge or otherwise, to secure his obligations towards SystemsAccountants. Security can be requested for both existing and future obligations, an advance payment only for future obligations. The extent of the requested security and/or the requested advance payment should be proportionate to the extent of the Client’s obligations in question.
19.7 If the Client fails to provide the advance payment or the security referred to in paragraph 6 within the period set by SystemsAccountants, then the Client is, as a result, in default without requiring any further notice of default and SystemsAccountants is consequently entitled to suspend the fulfilment of its obligations or to call for the dissolution of all assignments given to the Client.
19.8 All judicial and extrajudicial (debt-collection) costs that SystemsAccountants incurs as a result of the Client’s failure to fulfil his obligations by virtue of this article shall be entirely borne by the Client. The payment to cover the extrajudicial costs shall be fixed at 15% of the principal amount due, including VAT and interest (with a minimum amount of EUR 250 per claim), unless SystemsAccountants has demonstrably incurred more costs. The fixed payment shall be owed by the Client and be charged to him, without presenting further proof, as soon as the Client is in default.

Article 20. Direct Employment Relationship

20.1 In compliance with the provisions in this article, the Client is entitled enter into an employment relationship with the (presented) Contractor/Consultant.
20.2 The Client who intends to enter into an employment relationship with the (presented) Contractor/Consultant shall notify SystemsAccountants of this fact on time, in writing, before he initiates this intention.
20.3 If the Client wants to enter into or enters into an employment relationship/or engages with the (presented) Contractor/Consultant during the term of the Engagement Agreement with SystemsAccountants or within twelve months after the expiration of an Engagement Agreement, the Client owes SystemsAccountants for the deployment, recruitment and selection a fixed fee of € 25,000 excluding VAT.
20.4 For the application of this article, the entering into an employment relationship with a Contractor/Consultant is defined as:
(i) the conclusion of an employment contract, an agreement to take on work and/or an Engagement Agreement by the Client with the Contractor/Consultant for the same or other work; the appointment of the Contractor/Consultant as an official for the same or other work;
(j) allowing the Contractor/Consultant in question to be made available to the Client through a third party (e.g. another secondment agency) for the same or other work;
(k) the Contractor/Consultant entering into an employment relationship with a third party for the same or other work, whereby the Client and that third party are – directly or indirectly – connected in a group.

Article 21. Liability and Indemnity

21.1 Every possible liability of SystemsAccountants is limited the amount for which SystemsAccountants is insured and shall never exceed the amount that is or would be owed under the Assignment, with a maximum of € 1,000,000. The liability of SystemsAccountants for consequential loss, including lost profit, lost savings, loss due to the interruption of operations, fines, loss due to the loss or corruption of data or reputational damage, is excluded in all cases.
21.2 SystemsAccountants is not liable towards the Client for damage caused to the Client, third parties or to the Contractor and/or Consultant themselves that ensues from the actions or inaction of the Contractor and/or Consultant, unless
– and then in so far as – this damage can be demonstrated to be the direct result of an attributable shortcoming on the part of SystemsAccountants in the selection.
21.3 The Client indemnifies SystemsAccountants for every liability of SystemsAccountants that directly or indirectly ensues from damage and/or losses that the Contractor and/or Consultant cause to the Client and/or to third parties.
21.4 SystemsAccountants is not liable towards the Client for commitments that the Contractor and/or Consultant enters into with the Client or third parties, regardless of whether permission has been granted for this by the Client or that third party.
21.5 The Client indemnifies SystemsAccountants for every liability of SystemsAccountants that directly or indirectly ensues from commitments that the Contractor and/or Consultant enters into with the Client and/or third parties, regardless of whether permission has been granted for this by the Client or that third party.

Article 22. Verification and Filing Obligation of Client

22.1 The Client declares that he is familiar with the Foreign Nationals Employment Act (Wet arbeid vreemdelingen – Wav). The Client is personally required:
(l) to establish the identity of the Contractor and/or Consultant and shall conduct a careful verification of an original identity document, as referred to in Article 1, sections 1, 2 and 3, of the Compulsory Identification Act (Wet op de identificatieplicht); and
(m) to ascertain whether the professionals presented to him or working for him are entitled to work in the Netherlands.
22.2 If foreign nationals are deployed, as referred to in Article 15 of the Foreign Nationals Employment Act (Wet Arbeid Vreemdelingen), then, prior to the deployment, SystemsAccountants shall provide the Client with a copy of the identity document and the Client shall ascertain, prior to the deployment, whether they have received this copy of the identity document and has filed it in his records.

Article 23. Preventing Discrimination

23.1 When concluding and implementing the Assignment or other agreement, the Client and SystemsAccountants shall only set and take into account requirements that are relevant to the job position. The Client and SystemsAccountants shall also not engage in any prohibited discrimination based on religion, personal beliefs, political affinity, sex, race, nationality, heterosexual or homosexual orientation, civil status, handicap, chronic illness, age or on any other grounds.

Article 24. Employee Participation

24.1 The Client declares that they are familiar with their obligations ensuing from the Work Councils Act (Wet op de Ondernemingsraden – referred to hereinafter as: WOR).
24.2 The Client shall inform the employee participation body established for their company on time with respect to the (expected) deployment of professionals in their company. If and in so far as the Client, when fulfilling these information provision obligations, wishes to rely on data provided by or to be provided by SystemsAccountants, then this provision of data shall not go further than what is required by the WOR.
24.3 The Client guarantees that, at the moment that an Assignment or other agreement is realised, the obligations of the Client ensuing from the WOR will have been met, such as asking for advice from the employee participation body established for his company.

Article 25. Applicable Law and Choice of Forum

25.1 These Conditions and all quotations and Assignments to which they pertain are subject to Dutch law.
25.2 All disputes ensuing from or connected with the Assignment are exclusively subject to the judgement of the competent court in Amsterdam.

Article 26. Concluding Provision

26.1 If one or more provisions of these Conditions are void or nullified, the Assignment and the Conditions shall remain in effect for the other provisions. The provisions that are not legally valid or cannot be legally applied shall be replaced by provisions that, as much as possible, are in keeping with the tenor of the provisions to be replaced.
26.2 SystemsAccountants is entitled to transfer its rights and obligations under the Assignment, the other agreement and these Conditions to a third party.
26.3 In the case of special – foreseen or unforeseen – circumstances, such as developments in laws and regulations and in the collective labour agreement, SystemsAccountants is entitled to cancel the Assignment or other agreement immediately if, in view of these special circumstances, SystemsAccountants cannot be reasonably required to allow the Assignment or other agreement to continue under the same conditions.