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Terms and Conditions



Article 1: Definitions

  1. Yox: the private limited company Yox, the user of the general terms and conditions.
  2. Client: any natural person who has a project carried out by Yox or provides Yox with (a) Worker(s) through the intermediary of Yox and/or uses recruitment and selection by Yox.
  3. Assignment: the oral or written agreement on the basis of which Yox assists the Client in finding candidate(s), whether or not on the basis of Recruitment and Selection.
  4. Candidate: any natural person who is presented by Yox to the client in the context of Recruitment and Selection and/or secondment.
  5. Labor force: the Candidate who is employed by Yox at the Client to perform work for the Client.
  6. Recruitment and selection: assisting the Client in finding a Candidate(s), with the aim of establishing an employment contract or a related direct employment relationship between the Client and the Candidate.
  7. Secondment agreement: the oral or written agreement of assignment on the basis of which the Worker is employed by the Client through the intervention of Yox.
  8. Wherever these General Terms and Conditions refer to an agreement, this also includes the assignment, secondment agreement and/or assignment (described above).

Article 2: Applicability

  1. The general terms and conditions apply to all offers, quotations, work, order confirmations, assignments, agreements, secondment agreements and/or assignments and invoices between Yox and the Client.
  2. General terms and conditions, however named, of the Client shall not apply and shall be expressly rejected by Yox, unless Yox has expressly accepted them in writing and has expressly set aside its own terms and conditions.
  3. The deviation referred to in the previous paragraph applies only to the agreement to which it relates. For each new/successive agreement, the deviation must be agreed upon in writing again.
  4. If, on the grounds of reasonableness and fairness or the unreasonably onerous nature, any provision in these terms and conditions cannot be invoked, that provision will be given a meaning that is as similar as possible in terms of content and scope so that it can be invoked. In that case, the other provisions of these general terms and conditions will remain in force.
  5. By submitting requests, requesting quotations and concluding an agreement with Yox, the Client acknowledges that he/she is familiar with these conditions and agrees to them.

Article 3: Offers/quotations/statements/prices

  1. All offers, quotations, statements and prices of Yox, wherever published or however made, are always without obligation, unless expressly agreed otherwise.

Article 4: Payment

  1. Unless expressly agreed otherwise in writing, payment must be made within 10 days of the invoice date.
  2. Yox is at all times entitled, upon its first request, to demand security for payment from the Client or to demand an advance payment and/or interim payments, all to be determined by Yox, failing which Yox is not obliged to continue with the execution of the agreement, without being in any way attributable to a breach of contract.
  3. The full claim for payment is immediately due and payable if:
    – A payment term has been exceeded;
    – Client has gone bankrupt or has applied for a suspension of payments;
    – Attachment is made on the Client’s assets or claims;
    – The Client (company) is dissolved or liquidated;
    – The client (natural person) is placed under guardianship or dies.
  4. If payment has not been made within the agreed payment term, the Client shall immediately owe interest to Yox. The interest amounts to 1% per month, but is equal to the statutory interest if this is higher. When calculating interest, a part of a month is considered a full month. The interest is due without notice of default by Yox.
  5. If the Client is in default of payment to Yox Boys, the Client has the right to suspend further execution of all related agreements until such payment has been made.
  6. If payment has not been made within the agreed payment term, the Client shall owe Yox all extrajudicial costs amounting to at least 15% of the amount due, with a minimum of € 150. If the actual costs are higher than the calculation stated in the previous sentence, the actual costs incurred shall be due.
  7. Only payments to Yox are liberating. Payments or the provision of advances to Arbeidskracht are not considered as liberating payment.
  8. Payments made by the client will first be used to reduce costs, then to reduce accrued interest and finally to reduce the principal and current interest.
  9. If Yox is proven right in legal proceedings, all costs incurred in connection with these proceedings will be borne by the client.
  10. If the Client fails to fulfil its obligations within 8 working days after having been notified of default by Yox, Yox is authorised to immediately cancel the agreement without judicial intervention, while retaining any right to compensation.
  11. Any comments and/or remarks on the invoice must be submitted to Yox in writing within 7 days of the invoice date. The burden of proof regarding timely submission rests with the client. After this period has expired, the client's right to do so lapses. Making any comments and/or remarks does not affect the payment obligation.
  12. With regard to the payment obligations referred to in this article, the client cannot rely on any discount, settlement or suspension.

Article 5: Limitation

  1. All legal claims of the Client arising from an agreement subject to these terms and conditions shall expire after one year, calculated from the day on which the relevant agreement has ended.

Article 6: Personal data

  1. The Client will treat all personal data of a candidate and/or Employee confidentially and will act in accordance with the Personal Data Protection Act.

Article 7: Confidentiality

  1. The Client and Yox guarantee that all information of a confidential nature received before and after entering into the agreement will remain secret, except to the extent required by law to be disclosed.

Article 8: Force Majeure

  1. Force majeure is understood to mean: any circumstance dependent on the will of Yox, which temporarily or permanently prevents Yox from fulfilling the agreement and which shortcomings in the fulfillment cannot be attributed to Yox, because they are not due to its fault, nor are they attributable to it under the law, the agreement and generally accepted views. This includes strikes in Yox's company.
  2. In the event of force majeure on the part of Yox, its obligations under the agreement will be suspended for as long as the force majeure situation continues.
  3. In the event of force majeure, Yox has the right to still perform the agreement within a reasonable period or – if performance within a reasonable period is not possible – to terminate it in whole or in part. In that case, the Client must pay Yox the compensation owed by it to Yox that relates to the period before the force majeure situation. Yox is under no circumstances obliged to pay any compensation.

Article 9: Applicable law and choice of forum

  1. Dutch law applies, to which these General Terms and Conditions apply as a supplement and to the extent that mandatory provisions do not oppose this.
  2. Only the civil court that has jurisdiction in the place of establishment of the contractor shall take cognizance of disputes, unless this is contrary to mandatory law. The contractor may deviate from this jurisdiction rule and apply the statutory jurisdiction rules.
  3. Parties may agree on another form of dispute resolution such as arbitration or mediation.
  4. If these General Terms and Conditions are also drawn up in a language other than Dutch, the Dutch text shall always be decisive in the event of any discrepancies.



Secondment

The provisions described in Articles 10 to 19 apply, in addition to the General Terms and Conditions, to the secondment services of Yox.

Article 10: Rates

  1. All rates charged by Yox are exclusive of VAT, travel expenses and expenses, unless expressly agreed otherwise in writing.
  2. The hourly rate that Yox determines is based, among other things, on the information about the work that the Client has provided. If at any time it is determined that the Worker is actually performing work that is associated with a higher hourly rate, Yox will correct the hourly rate. The Client owes Yox this corrected hourly rate from the moment that the work has been adjusted.
  3. Overtime commences after 8 hours worked by the Employee and will be charged to the Client by Yox in accordance with the following rate structure.
    – The first three overtime hours 125%
    – All subsequent hours 150%
    – Holidays 200%
  4. The hourly rate is based on the salaries, rates, taxes and social security contributions applicable at the time of concluding the Secondment Agreement. In the event of a change in these cost-determining factors, Yox has the right to change the hourly rate prior to and during the work.
  5. Yox will notify the Client of the change in writing at least 7 working days before the effective date of the changed hourly rate.
  6. If the client does not agree with the change in the hourly rate, the client must notify Yox of this within 5 working days of notification, failing which the client will be deemed to have accepted the changed hourly rate.

Article 11: Employment

  1. Yox selects the Worker to be employed based on information known to Yox about the Worker and the criteria of the client. Yox will take the care of a good contractor in this.
  2. Yox is not liable for any damage resulting from incorrect selection of a worker, unless the incorrect selection is the direct result of intent or deliberate recklessness on the part of Yox.
  3. Yox is not liable for any compensation for damages if:
  4. The contacts between the Client and Yox prior to a possible Secondment Agreement, for whatever reason, do not lead to actual employment;
  5. Yox does not process a request from the Client to employ a Worker;
  6. Yox, for whatever reason, cannot or can no longer employ a Worker in accordance with the Secondment Agreement. The Client may request Yox to replace the Worker with another Worker up to a maximum of one week after employment of the Worker. In that case, the Client will remain the rates for the hours worked by the Employee.
  7. If the situation as described in paragraph 4 occurs, Yox will make every effort to find a suitable replacement Worker.
  8. The Client shall, in exercising supervision or management and with regard to the execution of the work, conduct himself in the same careful manner towards the Worker as he is obliged to conduct himself towards his own employees.
  9. The Client is obliged to Yox to make such arrangements and provide such instructions that the Employee is protected against danger to body, decency and property to the extent that can reasonably be required in connection with the nature of the work.
  10. The Client is prohibited from employing the employed Worker outside the Netherlands or employing him/herself for third parties, including companies affiliated with the Client, without prior written permission from Yox.

Article 12: Duration and termination of the secondment agreement

  1. The secondment agreement is entered into for a fixed or indefinite period.
  2. The Secondment Agreement may be terminated prematurely by Yox and the Client by means of notice with due observance of a notice period of 1 month, unless otherwise agreed in writing. Settlement will take place on the basis of the hours worked and the expenses incurred up to the day on which notice was given. 
  3. In the event that the Client terminates the Secondment Agreement after entering into If the Client terminates the Secondment Agreement prior to the actual employment of the Employee, the Client will reimburse Yox for any costs incurred in connection with the performance of the Secondment Agreement.

Article 13: Replacement

  1. If the Employee is incapacitated for work for less than 4 weeks, Yox is not obliged to immediately replace the Employee.
  2. If the Employee is incapacitated for work for more than 4 weeks, Yox has an obligation to make every effort to find a suitable solution in consultation with the Client.
  3. In the event of suspension, inactivity, dismissal or other form of impediment of the Employee, Yox has an obligation to make every effort to find a suitable solution in consultation with the Client.
  4. Yox will never be held liable by the Client for termination of the work by the Worker, even if this occurs without observing any term.

Article 14: Immediate termination of a secondment agreement

  1. Yox is entitled to terminate the Secondment Agreement with immediate effect if the Client fails to fulfil its obligations under the Secondment Agreement and these General Terms and Conditions and, after having been given written notice of default, has not remedied its default within the period set by Yox.
  2. Yox is authorized to terminate the Secondment Agreement with immediate effect, without any notice of default being required, if the Client:
  3. requests a suspension of payments or if it is granted,
  4. Is placed under guardianship;
  5. Files for her own bankruptcy, files for a third party's bankruptcy or is declared bankrupt,
  6. Is dissolved or liquidated or an application is made to that effect,
  7. A significant part of her assets is subject to an attachment by execution or a precautionary attachment and this attachment is not lifted within 14 days of the attachment.
  8. In the cases referred to in paragraphs 1 and 2, all claims that Yox may have on the Client shall be immediately fully due and payable. The Client shall be liable for all Damage, including lost profits and costs incurred, that Yox suffers and will suffer as a result of the termination.

Article 15: Invoices

  1. Invoicing is based on the hours worked by the Employee.
  2. The number of hours charged per Worker is determined by Yox on the basis of the onion statements signed for approval by the Client, which are binding on the Client. The Client is obliged to ensure that the onion statements state the correct number of hours worked (overtime).
  3. By signing the time sheet, the Client also agrees with the functioning of the Employee and with the work performed by the Employee for the period to which the relevant time sheet relates.
  4. If the Client refuses to sign the Worker's time sheet for approval and/or does not provide Yox with a time sheet that he believes to be correctly completed within 14 days of the relevant work, Yox has the right to determine the number of hours worked by the Worker in a binding manner in accordance with the Worker's statement or, in the absence of such a statement, to determine the number of hours worked by the Worker based on the agreed working hours of the Worker.

Article 16: Warranty, safety and indemnity

  1. The client shall arrange and maintain the premises, tools and equipment in or with which he has the Worker perform work in such a way and shall take such measures and provide such instructions for the performance of the Worker's work as are reasonably necessary to prevent the Worker from suffering damage in the broadest sense of the word when performing his work.
  2. The client expressly declares that it is familiar with article 7:658 BW (in particular article 7:658 paragraph 4 BW) as well as with the obligations that arise for it from the Working Conditions Act with regard to the Worker. The client indemnifies Yox against claims or demands based on these provisions by the Worker on Yox.
  3. Before commencing work, the Client will provide Yox and the Worker with information about the professional qualifications required of the Worker, as well as a document containing the specific characteristics of the position to be occupied.
  4. If the Employee suffers an industrial accident or an occupational disease, the Client shall immediately inform the competent authorities thereof and ensure that a report is drawn up without delay, in which the circumstances of the accident are recorded in such a way that it can be determined with a reasonable degree of certainty whether and to what extent the accident was the result of the fact that insufficient measures had been taken to prevent such an industrial accident or such an occupational disease.
  5. The Client shall compensate the Worker for all damages (including costs, including actual legal assistance costs) suffered by the Worker in the performance of his duties, unless the Client proves that he has fully complied with the obligations referred to in paragraphs 1, 2 and 3 above or that the damage is the result of intent or deliberate recklessness on the part of the Worker. If the industrial accident results in death, the Client shall be obliged to compensate the persons referred to in that article for damages (including costs, including actual legal assistance costs) under the aforementioned conditions in accordance with Article 6:108 of the Dutch Civil Code.
  6. The client shall compensate the worker for all damages (including costs including the actual costs of legal assistance) suffered by the worker because an item belonging to the worker and used by him in the context of the work to be performed has been damaged or destroyed. The client shall indemnify Yox against all claims in this regard.

Article 17: Liability

  1. Yox is not liable to the Client for any damage or loss caused by Workers to the Client or to third parties.
  2. Yox shall not be liable to the Client for any obligations entered into by Workers with or arising for them towards the Client or third parties, whether or not with the consent of the Client or those third parties.
  3. Yox's total contractual and non-contractual liability in respect of each Secondment Agreement is limited to compensation for direct damage up to a maximum of the amount paid out in the relevant case by Yox's liability insurance(s). If for whatever reason no payment is made under the said insurance, compensation for direct damage is limited to a maximum of 20% of the total hourly rates charged to the Client for the relevant Secondment Agreement or for the relevant Worker, whereby a Secondment Agreement for a maximum duration of 26 weeks is assumed.
  4. Yox's liability for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation, is excluded in all cases.
  5. The Client indemnifies Yox against any liability (including costs, including the actual costs of legal assistance) of Yox as employer of the Worker – directly or indirectly – arising from damages and losses that the Worker causes to the Client or to third parties or from obligations that the Worker has entered into with or has arisen for him towards the Client or third parties, with or without the consent of the Client or those third parties.

Article 18: Taking over Employee

  1. The Client and companies affiliated with the Client are not permitted to enter into an employment relationship of any kind with the Candidate directly, through and/or for third parties for 12 months after Yox has made a written offer of a Candidate, without the prior written consent of Yox.
  2. During the Agreement and up to 12 months after the end of the Secondment Agreement, the Client and companies affiliated with the Client are not permitted to enter into an employment relationship of any kind with the Yox Employee directly for themselves, through and/or for third parties, without the prior written consent of Yox.
  3. Yox is entitled to attach conditions to the permission referred to in paragraphs 1 and 2.

Article 19: Penalty clause

  1. If the Worker is incapacitated for work for less than 4 weeks, Yox is not obliged to immediately replace the Worker. If the Client violates and/or fails to comply with the provisions of Articles 18.1 and 18.2, he shall forfeit to Yox an immediately due fine of € 10,000 for each violation, as well as € 1,000 for each day - regardless of whether work is normally carried out on this day - that the violation or failure to comply continues. The fine shall not affect Yox's right to claim full compensation.



Recruitment and selection

The provisions described in Articles 20 to 14 apply, in addition to the General Terms and Conditions, to the recruitment and selection services of Yox.

Article 20: Recruitment and selection assignment

  1. When starting the execution of the Assignment, Yox assumes an obligation of effort. A nomination of a Candidate is made to the best of its knowledge and in accordance with the standards of good workmanship.
  2. Information provided to Yox by the client himself will be accepted as correct.
  3. The Client remains responsible at all times for his final choice of a Candidate.
  4. Yox is not liable if the Candidate does not appear to meet the requirements or expectations of the Client.

Article 21: Placement fee

  1. If an employment relationship of any kind is established between the Candidate and the Client, the Client must pay a placement fee to Yox.
  2. The placement fee is one time the agreed gross monthly salary, including holiday pay and emoluments, based on 40 hours per week which is agreed with the Candidate and client. Yox reserves the right at all times to set the placement fee at a different percentage.
  3. The Client will also owe the placement fee to Yox if he enters into an employment relationship of any kind with the recruited and/or selected and/or introduced Candidate through a third party (including affiliated companies), or has this Candidate perform work directly or through a third party (including affiliated companies).
  4. 50% will be invoiced for the placement fee as soon as the employment relationship referred to in paragraphs 1 and 3 has been established or as soon as the Candidate performs the work referred to in paragraph 3, and 50% will be invoiced after the expiry of the probationary period agreed between the Candidate and the Client (including affiliated companies and the third party referred to in paragraph 3).
  5. In order to enable invoicing of the second term referred to in paragraph 4, the Client is obliged to inform Yox of the existence and content of the probationary period clause.
  6. In the event that no trial period has been agreed, or in the event that a trial period clause is void pursuant to Article 7:652 of the Dutch Civil Code, the second part of the placement fee will be invoiced 30 days after the employment relationship has been established or 30 days after the start of the work.
  7. If the employment relationship is terminated within the agreed trial period, Yox will make every effort to find a new Candidate for the Client. Termination within the trial period does not affect the establishment of the employment relationship and the obligation of 50% to pay the placement fee as referred to in paragraph 4 of this article.
  8. The provision in the first sentence of paragraph 7 does not apply if the termination is the result of the amendment or failure to comply with the agreement by the Client and/or third party or the cancellation is the result of a redundancy, merger or takeover and/or if there is a statutory prohibition on cancellation.

Article 22: Termination of Assignment

  1. An Assignment ends upon its success, consisting in the acceptance by the Client of the nominated Candidate or upon the expiry of any agreed maximum duration of the search. Parties may extend this duration by mutual agreement.
  2. Yox is at all times entitled to terminate the Assignment prematurely without being liable for any resulting damage for the Client.

Article 23: Liability

  1. Yox shall not be liable for any damages or losses resulting from the actions or omissions of a Candidate with whom the Client and/or third party has entered into an employment contract or a related employment relationship (partly) as a result of Recruitment and Selection by Yox.
  2. The total contractual and non-contractual liability of Yox in respect of each Assignment is limited to the compensation of direct damage up to a maximum of the amount paid out in the relevant case by Yox's liability insurance(s). If the compensation of direct damage is limited to a maximum of 20% of the placement fee that would have been charged.
  3. Yox's liability for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation, is excluded in all cases.

Article 24: Entering into an employment relationship with the Candidate

  1. If the Client or a party referred to in Article 22.3 subsequently enters into an employment relationship of any kind with the Candidate concerned within 18 months after the agreement has been terminated under the circumstances referred to in Article 22.7, or has this Candidate perform work directly or through a third party (including affiliated companies), the second term of the placement will still be charged.
  2. If the Client does not invite or rejects a Candidate introduced by Yox and subsequently, within a period of 18 months after the introduction of the Candidate, enters into an employment contract with this Candidate directly or through a third party (including affiliated companies), or has the Candidate perform work directly or through a third party (including affiliated companies), the Client shall owe Yox an immediately due and payable fine that is not subject to judicial mitigation, equal to the placement fee that would apply to the Candidate at the time the employment relationship was entered into or the work commenced.
  3. If the Client introduces a Candidate introduced by Yox to a third party (including affiliated companies) within 18 months of the introduction by Yox itself and this introduction results in an employment contract between the Candidate and that third party, or if the Candidate starts performing work for that third party (including affiliated companies), the Client shall owe Yox an immediately due and payable fine that is not subject to judicial mitigation, equal to the placement fee that would apply to the Candidate at the time the employment relationship is entered into or the work commences.

General terms and conditions of Yox bv
These terms and conditions have been filed with the Registry of the Court in Breda and with the Chamber of Commerce in Breda.

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