Article 1 Definitions

The capitalised terms have the following meanings in these General Terms and Conditions:
Account: the account created by a Professional which provides access to the Platform, on which a Professional can create a profile, conclude Agreements for Services and use the Services.
Alicia Benefits: the private limited company Alicia Benefits B.V., registered in the trade register of the Dutch Chamber of Commerce under number 84747110, with which HeadFirst Group has entered into a collaboration relating to 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 the Professional.
Group Participant: all affiliates of HFBG Holding, but not limited to, HeadFirst B.V., HeadFirst IT B.V., Source Automation B.V., Myler 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.
Alicia Benefits Subscription: the all-inclusive subscription to Alicia Benefits through which the Professional can use the benefits and discounts that Alicia Benefits offers its members from time to time (www.aliciabenefits.com).
Online Knowledge Subscription: a collection of digital learning resources offered through Striive Academy, selected by or on behalf of HeadFirst Group
Client: the legal entity using the HeadFirst Group Services and placing assignments in the Platform.
Agreement for Services: the agreement between the Professional and HeadFirst Group based on which the Professional temporarily provides his knowledge and experience to a Client.
Agreement: the agreement between HeadFirst Group and the Professional based on which HeadFirst Group provides the Professional with the Services under these General Terms and Conditions. Where these General Terms and Conditions refer to the Agreement, this should be interpreted as a reference to these General Terms and Conditions as well.
Professional: a professional working on a freelance basis who concludes an Agreement for Services with HeadFirst.
Platform: HeadFirst Group’s online automated platform on which a Professional can create an account and log in and on which (some of) the Services are offered.
Striive Academy: the platform www.mycademy.nl/striive where Online Knowledge Subscriptions and Content are provided.

Article 2 Applicability

1. For the application of these General Terms and Conditions, in what follows HeadFirst Group will also be deemed to refer to the Group Participant offering (some of) the Services under these General Terms and Conditions.
2. These General Terms and Conditions apply to HeadFirst’s Services and the Agreement.
3. An Agreement is established when the Professional, via the Platform , has (i) indicated the type of Services the Professional has selected and (ii) electronically agreed to these General Terms and Conditions. If, for a specific Agreement for Services, the Group Participant does not use the Platform , an Agreement for Services is concluded or the Services commence when the Agreement for Services commences, which agreement sets down what type of Service the Professional has chosen.
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 for Services 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 five (5) different types of Services:
   i. Secure Services: consisting of an Account in the Platform, fast online contract handling via the Platform, the "Invoice Status" module in the Platform, as a point of contact, a support team, participation in knowledge sessions provided by HeadFirst Group. Additionally, the Professional is entitled to (i) a shortened payment term for the duration of an active Agreement for Services with HeadFirst Group, where the payment term for invoices from the Professional is set at 14 days, (ii) access to the Striive Academy platform for discounts on digital and/or physical training, (iii) reimbursement of insurance premiums for professional and business liability insurance through Alicia Benefits and (iv) reimbursement of the costs associated with obtaining a Certificate of Good Conduct (VOG) and/or a Pre-Employment Screening (PES), if required by the Client; or
   ii. Premium Secure Services: consisting of the components of Secure Services and (i) a personal relationship manager for questions and advice, (ii) for the duration of the Agreement for Services reimbursement of the costs of a cyber risk insurance and (iii) participation in the Online Knowledge Subscription, as made available in the Striive Academy for unlimited learning and professional development;
   iii. Career Services: consisting of (i) an Account in the Platform, (ii) fast online contract handling via the Platform, (iii) the "Invoice Status" module in the Platform, (iv) the making of online offers for assignments in the Platform, (v) a personal relationship manager for questions, (vi) an easy online contracting- and invoicing process, (vii) insights in (subsequent) assignments, (viii) no non-competes issued by HeadFirst Group, (ix) reimbursement of the costs associated with obtaining a Certificate of Good Conduct (VOG) and/or a Pre-Employment Screening (PES), if required by the Client, (x) broad access to the Striive Solutions Hub (xi) discounts on digital and/or physical training, exams and essential certifications through Striive Academy and (xii) participation in knowledge sessions provided by HeadFirst Group; or
   iv. Career Plus Services: consisting of the Career Services components and (i) for the duration of an active Agreement for Services, a shortening of the payment term, whereby the payment term for invoices of the Professional is set at 14 days and (ii) for the duration of an active Agreement for Services, the reimbursement of professional and business liability insurance taken out through Alicia Benefits and the legal advice helpdesk and documents self-service.
   v. Premium Career Services: consisting of the Career Services components and (i) assistance (active recruitment) at finding subsequent assignments through HeadFirst Group (ii) placement improvement with active recruitment (iii) from the moment that the Professional has entered into an active Agreement for Services a reduction of the payment period, with the payment period for the Professional's invoices being set at 14 days, (iv) the reimbursement of the costs for (1) professional and business liability insurance, (2) Disability Insurance Compact 2-Year, and (3) cyber risk insurance taken out through Alicia Benefits for the duration of the Agreement for Services, (v) legal advice helpdesk and documents self-service and (vi) Participation in an Online Knowledge Subscription for unlimited learning and professional development.
   The type of Services selected by the Professional will be registered in the Platform and/or documented in the 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. If the payment term is adjusted as a result the selected Services, the debtor risk/risk of non-payment (debiteurenrisico) remains with the Professional. If the Client fails to pay irrespective of the reason, HeadFirst Group shall not be obliged to pay the Professional. If HeadFirst Group has already paid, it has the right to reclaim or off-set the amount(s).
2. HeadFirst Group is at all times allowed to change the content of the Services. Changes to the Services come into effect after HeadFirst Group has confirmed them in writing (e.g. by email) to the Professional through the Platform or in another manner.
3. Terms and conditions apply to the participation of the insurances as mentioned in article 3.1.
4. For the Secure and Premium Secure Services, it is possible to take out an additional Disability Insurance Compact 2-Year at an additional cost.
5. If a Group Participant does not use the Platform in establishing an Agreement for Services, the components of the Services that relate to the use of the Platform for the Agreement for Services are not available. However, a Professional 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 Professional participating in the Services may use the services of a number of partners of HeadFirst. These partners themselves determine how and under which conditions the Professional can use their services.

Article 5 Information provision by the Professional

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

Article 6 Rates

1. HeadFirst Group will invoice the Professional a fixed fee for the Services which depends on the type of Service and is based on the amount of hours the Professional has worked for a Client. All published rates are exclusive of Dutch VAT and any other levies.
2. HeadFirst Group has the right to increase its rates in line with the relevant CBS-index with a minimum of 3% as of 1 January each year. HeadFirst is not obliged to process this increase per the 1st of January and is free to process the increase at a later moment. 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 Professional 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 Professional's invoice in respect of the, at that time, applicable Agreement(s) for Services. Payment of the fee owed by the Professional to HeadFirst Group will occur by setting off, unless otherwise agreed in writing. HeadFirst Group will set off the fee owed by the Professional for the Services against the fee owed by HeadFirst Group to the Professional in respect of the, at that time, applicable Agreement(s) for Services.

Article 8 Liability

1. HeadFirst Group is not liable for loss or damage of any nature sustained by the Professional because HeadFirst Group has performed the Services based on the assumed accuracy, completeness and reliability of the information provided by the Professional, as well as on the assumption that the Professional was authorised to provide that information to HeadFirst, unless the inaccuracy, incompleteness, unreliability and non-authorisation was clearly known to HeadFirst.
2. HeadFirst Group is not liable for any consequential damage or loss, loss of profits or indirect loss or damage sustained by the Professional, 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 Professional 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. 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 Professional has paid for the Services during the Agreement for Services, from which the loss or damage has arisen. If the specific 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 Professional in the six months prior to the event that caused the loss or damage.
5. The Professional'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 Professional does not notify HeadFirst Group in writing of these rights within one year of the time at which the Professional 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 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 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 Professional 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 Professional 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. 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 change these General Terms and Conditions unilaterally. The changed General Terms and Conditions will be communicated in writing (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.