Article 1 Definitions

The capitalised terms have the following meanings in these General Terms and Conditions:

Account: the account created by a Supplier which provides access to the Platform, on which a Supplier can conclude Agreements for Services and use the Services.
General Terms and Conditions: these general terms and conditions.
Services: the services as further described in Article 3 of these General Terms and Conditions, which a Group Participant offers to Suppliers. Group Participant all affiliates of HFBG Holding B.V., but not limited to, HeadFirst B.V., HeadFirst IT B.V., Source Automation B.V., Myler B.V., Jenrick Nederland B.V., Fast Flex B.V., Fast Flex Sourcing B.V., Star Apple Holding B.V. and all her affiliates and/or Sterksen B.V. each of which individually offers the Services under the terms and conditions of these General Terms and Conditions.
HeadFirst Group: the private limited company HFBG Holding B.V., acting in this matter under the name of HeadFirst Group, with its registered office at Taurusavenue 18, 2132 LS Hoofddorp, the Netherlands, registered in the trade register of the Dutch Chamber of Commerce under number 80349269.
Supplier: a legal entity that has concluded an agreement with one or more Professionals pursuant to which the Supplier may offer the Professionals’ services to Clients via the Platform.
Client: the legal entity using the services of the HeadFirst Group Services and placing assignments in the Platform.
Agreement for Services: every agreement between the Supplier and a Group Participant based on which the Supplier temporarily provides a Professional’s services to a Client.
Agreement: the agreement between HeadFirst Group and the Supplier under which HeadFirst provides the Services as laid down in the General Terms and Conditions. When referred to the Agreement in these General Terms and Conditions this itself also refers to the General Terms and Conditions.
Professional: a professional who collaborates with a Supplier and who provides services to Clients via a Supplier.
Platform: HeadFirst Group’s online automated platform on which a Supplier can create an Account and log in, and on which (some of) the Services are offered.

Article 2 Applicability

1. For the application of these General Terms and Conditions in what follows, HeadFirst Group will also be deemed to mean: the Group Participant concerned that offers the Service under these General Terms and Conditions.
2. These General Terms and Conditions apply to the Services and the Agreement.
3. An Agreement is concluded when the Supplier, via the Platform, has (i) indicated the type of Services the Supplier whishes to use and (ii) electronically agreed to these General Terms and Conditions. When a Group Participant does not make use of the Platform an Agreement is concluded when a Agreement for Services commences, setting forth what type of Services the Supplier chooses.
4. Any deviations from these General Terms and Conditions are only valid if they have been explicitly agreed in writing and will only apply to the relevant Agreement for Services.
5. If a provision in these General Terms and Conditions conflicts with the Agreement for Services, the provision in the Agreement will prevail.
6. These General Terms and Conditions also apply to all natural persons and legal entities deployed by HeadFirst Group that are directly or indirectly involved in performing the Services and/or that could be held liable for performance in any way. This is an irrevocable third-party clause in the sense of Article 6:253 of the Dutch Civil Code for the third parties deployed by HeadFirst Group and is deemed to be accepted if the third party has been informed of the clause and has not immediately rejected it.

Article 3 The Services

1. HeadFirst Group provides three (3) different types of Services:
   “Basic Services”: consisting of an Account in the Platform, fast online contract handling and the "Invoice Status" module in the Platform; or
   
   “Premium Services”: consisting of the Basic Services components, and the making of online offers for assignments in the Platform, a personal relationship manager for questions and advice and participating in HeadFirst Group's knowledge sessions. For every Agreement for Services that is declared to be subject to the Premium Services and for the duration of that Agreement for Services, the Supplier is entitled to (i) reduction of the payment period, with the payment period for the Supplier´s invoices being set at 14 days, (ii) participation in HeadFirst Group´s professional liability insurance scheme, which insures the services provided to the Client by the Professional referred to in the Agreement for Services with an excess of EUR 1,5000 per event on the part of the Supplier and (iii) reimbursement of the costs for requesting a certificate of good conduct (Verklaring omtrent Gedrag - VOG) and/or a Pre-Employment Screening (PES), if the Client requires this from the Professional referred to in the Agreement for Services; or
   
   “Excellent Services”: consisting of the components of Premium Services and for every Agreement for Services that is declared to be subject to the Excellent Services and for the duration of that Agreement for Services, the Supplier is entitled to a further reduction of the payment period, with the payment period for the Supplier's invoices being set at 10 days.
   
2. The type of Services the Supplier chooses will be recorded in writing in each Agreement for Services. The selected Services will determine the duration of the payment period, which starts on the first working day after HeadFirst Group has received the invoice.
3. Participation in the professional liability insurance scheme referred to in Article 3.1(ii) is governed by terms and conditions.
4. HeadFirst Group is at all times allowed to change the Services and their content. Changes to the Services come into effect after HeadFirst Group has confirmed them in writing (e.g. by email) to the Supplier through the Platform or in another manner.
5. If a Group Participant does not make use of the Platform in concluding an Agreement for Services, then the parts of the Basic Services that are related to the use of the Platform are not available for that Agreement for Services. However, a Supplier is at all times free to create an Account in the Platform.

Article 4 Performance of the Services

1.  HeadFirst Group will provide the Services to the best of its knowledge and capacity in accordance with the requirements that may apply to a reasonably competent and reasonably acting professional.
2. HeadFirst Group will determine the manner in which the Services are provided and by which employee(s).
3. HeadFirst Group is authorised to deploy third parties to perform the Services.
4. The Supplier participating in the Premium Services or Excellent Services may use the services of a number of partners of HeadFirst Group. These partners themselves determine how and under which conditions the Supplier can use their services (www.headfirst.nl/partners).

Article 5 Information provision by the Supplier

1. Upon request by HeadFirst Group, the Supplier will provide all the information and data that HeadFirst Group needs or that the Supplier can reasonably understand HeadFirst Group will need to perform the Services.
2. The Supplier guarantees the accuracy, completeness and reliability of the information provided by him, even if the information originates from third parties, and is authorised to provide the information to HeadFirst Group.
3. Costs incurred by HeadFirst Group, as well as (other) loss or damage suffered, as a result of the failure of the Supplier to provide accurate, complete or reliable information or the failure to provide the information on time, or as a result of the Supplier not being authorised to provide the information to HeadFirst Group, are at the risk and expense of the Supplier.
4. HeadFirst Group has the right to suspend the performance of the Services until the Supplier has fulfilled the obligations described in Article 5.1.

Article 6 Rates

1. HeadFirst Group will invoice the Supplier a fixed fee for the Services for each separate Agreement for Services, which depends on the type of Service and is based on the amount of hours the relevant Professional has worked for the Client. All published rates are exclusive of Dutch VAT and any other levies.
2. HeadFirst Group has the right to increase its rates by 3% as of 1 January each year. HeadFirst Group also has the right to change the rates in the interim, in the case of content-related changes to the Services. Rate changes will be communicated in advance.

Article 7 Payment

1. Every month, HeadFirst Group sends an invoice to the Supplier for the fee owed for the Services.
2. The payment period for invoices relating to the Services is equal to the payment period for the Supplier's invoice in respect of the, at that time, applicable Agreement(s) for Services. Payment of the fee owed by the Supplier to HeadFirst Group will occur by setting off, unless otherwise agreed in writing. HeadFirst Group will set off the fee owed by the Supplier for the Services against the fee owed by HeadFirst Group to the Supplier in respect of the Agreement(s) for Services.

Article 8 Liability

1. HeadFirst Group is not liable for loss or damage of any nature sustained by the Supplier because HeadFirst Group has performed the Services based on the assumed accuracy, completeness and reliability of the information provided by the Supplier, as well as on the assumption that the Supplier was authorised to provide that information to HeadFirst Group, unless the inaccuracy, incompleteness, unreliability and non-authorisation was clearly known to HeadFirst Group.
2. HeadFirst Group is not liable for any consequential damage or loss, loss of profits or indirect loss or damage sustained by the Supplier, caused by a failure by HeadFirst Group to perform the Services completely, promptly or properly.
3. HeadFirst Group is not liable for any loss or damage sustained by the Supplier caused by any actions or omissions of the third parties deployed by HeadFirst Group for the performance of the Services.
4. Any liability of HeadFirst Group is, to the extent possible under Dutch law, limited to the amount that will be paid out in such a case under the professional and business liability insurance taken out by HeadFirst Group. If nothing is paid out under the professional and business liability insurance, any liability of HeadFirst Group is limited to an amount equal to the maximum fee the Supplier has paid for the Services for the relevant Agreement for Services from which the event that caused the loss or damage has arisen. If the relevant Agreement for Services has lasted for more than six months, the amount referred to above will be determined to be the amount of the fee that has been invoiced to the Supplier for that specific Agreement for Services in the six months prior to the event that caused the loss or damage.
5. The Supplier's right of action for whatever reason against HeadFirst Group relating to performing the Services during a specific Agreement for Services will in any case lapse if the Supplier does not notify HeadFirst Group in writing of these rights within one year of the time at which the Supplier became aware or could reasonably have become aware of the existence of these rights.

Article 9 Termination

1. Both parties may terminate the Services with effect from the end of an Agreement for Services (including renewals), taking into account a notice period of one (1) month. If there is no active Agreement for Services between the parties, both parties will at all times have the right to terminate the Services, taking into account a notice period of one (1) month.
2. Furthermore, both parties have the right to terminate the Services with immediate effect by means of a notification in writing to the other party, if (i) the bankruptcy/insolvency of the other party is filed for or the other party is declared bankrupt or insolvent, (ii) the other party applies for a moratorium, (iii) the Dutch Debt Restructuring for Natural Persons Act is declared applicable to the other party.
3. HeadFirst Group also has the right to terminate the Services with immediate effect by means of a notification in writing to the Supplier if HeadFirst Group cannot reasonably be expected to continue the Services.

Article 10 Privacy

1. HeadFirst Group processes personal data in the context of performing the Services and does so in the manner set out in its privacy statement. The privacy statement of a Group Participant can be consulted on the website of the Group Participant concerned.

Article 11 Other provisions

1. The Supplier is not allowed to transfer any rights and obligations arising from the Services and/or the Agreement for Services to third parties without the prior written consent of HeadFirst Group. This prohibition also has effect under property law within the meaning of Article 3:83(2) of the Dutch Civil Code.
2. If any provision of these General Terms and Conditions should be void and/or invalid and/or unenforceable, either wholly or in part, as a result of any statutory regulation, decision of the court or otherwise, this will have no consequences for the applicability of the other provisions of these General Terms and Conditions.
3. Notwithstanding the provisions of Article 11.2, the parties will consult each other to agree on new provisions to replace the void or rescinded provisions. They will strive to follow the objectives and nature of the void or rescinded provisions as far as possible.
4. HeadFirst Group has, at all times, the right to amend these General Terms and Conditions unilaterally. The amended General Terms and Conditions will be communicated (e.g. by email) via the Platform or in another manner at least thirty days before they take effect.
5. These General Terms and Conditions are governed exclusively by Dutch law.
6. All disputes will be resolved by the competent court of Amsterdam.