Article 1

Definitions

1.1. In these general terms and conditions, the following terms are defined as follows:

1. a) Worker: any natural person who, through the intermediary of SSA, carries out or is going to carry out work on behalf of a Client. These activities are performed by the Worker as a self-employed person and/or as a freelancer (verloning.nl), and as such, the Worker is a helper of SSA in the execution of the Agreement concluded between the Client and SSA.
2. b) Freelancer: an independent Worker who, on a personal basis, performs one or more Assignments pursuant to an agreement and who is affiliated with the portal of www.verloning.nl.
3. c) Assignment: the agreements between a Client and SSA regarding the provision of services to the Client.
4. d) Client: any natural or legal person entering into an Agreement with SSA in the context of an Assignment;
5. e) Agreement: written or electronic consensus between Client and SSA on an Assignment to be carried out by SSA for the Client.
6. f) Parties: SSA and Client jointly;
7. g) Fee: the agreed or yet to be agreed compensation for the services to be provided by SSA pursuant to the Assignment.
8. h) Activities (or Services): the activities that the Worker is deemed to perform, consisting of support activities in the broadest sense of the word and which are or will be described in more detail in the Agreement and/or agreed upon between the Parties;
9. i) SSA: Six Stars Agency B.V., Chamber of Commerce number 78194148, statutorily established in Amstelveen, having its office at Amstelveen, at Startbaan 6, (1185 XR), tel. 0645353269, email: info@sixstarsagency.nl.
10. j) Self-employed person: an independent entrepreneur who, on a personal basis, performs one or more Assignments pursuant to an agreement.

1.2. Without prior written consent from SSA, it is not permitted for the Client to disclose (personal) data of Workers provided by SSA to third parties.

Article 2

Agreement

2.1. These General Terms and Conditions apply to all offers, assignments, and other Agreements of SSA insofar as they relate to the provision of Workers to Clients in any form whatsoever.

2.2. By signing the Agreement, the Client has expressly accepted that the purchasing or other general terms and conditions of the Client are expressly rejected by SSA and are not applicable between the Parties.

2.3. As long as the Client has not signed the Agreement for approval or electronically confirmed it, the Agreement is considered an offer, subject to the provisions of paragraphs 2, 5, and 6 of this article and subject to the provision that a Worker of SSA whose data have been made known to the Client before signing or confirming the Agreement will perform the Activities for the Client, regardless of the legal basis for those Activities.

2.4. The offer is dated and is valid from that day for seven days, unless otherwise stated in the Agreement.

2.5. All information provided by SSA or prepared at the request of the Client remains the property of SSA. They may not be handed over or shown to third parties for the purpose of obtaining a similar offer. They may also not be copied or otherwise reproduced. If no agreement is reached, these documents must be returned to the Client within 14 days.

2.6. Without prior written consent, the Client is not permitted to disclose (personal) data of proposed or deployed Workers by SSA to third parties. If the Client does not enter into an agreement with the Worker, the Client must destroy the data.

Article 3

Prices and service delivery

3.1. Quotations are always based on the prices applicable at the time of the offer or conclusion of the Agreement.

3.2. In the event that price increases occur between the time of the conclusion of the Agreement with the Client and the performance of the obligations arising from the Agreement by SSA, SSA is entitled to charge these to the Client.

3.3. Unless there is a Client who does not act in the exercise of a profession or business, SSA has the right to unilaterally change its rates, without the Client being entitled to a right of rescission. The provisions regarding termination of the Agreement in the previous clause do not apply insofar as a change in the rates involves an increase of more than 5% of the price stated in the Agreement.

3.4. SSA is authorized to engage assistants in the performance of (parts of) the Activities. These assistants act on behalf of SSA and do not affect the legal responsibility for the performance of the Agreement by SSA towards the Client.

Article 4 Payment

Terms 4.1 Payment of the agreed price must be made no later than 14 days after the invoice date. 4.2 The payment terms referred to in article 4 are a strict deadline within the meaning of article 6:83 BW. From the day after the expiration of the payment term, the Client is therefore in default and, in addition to the principal sum, is also liable for statutory interest, collection costs, and judicial costs. 4.3 The collection costs amount to 15% of the agreed price, with a minimum of €40.00. Statutory interest is calculated based on the criteria as referred to in art. 6:119a BW. In case the Client is a natural person, hence not acting in the exercise of a profession or business, the calculation and liability for collection costs and interest shall be in accordance with articles 6:96, 6:119 BW, and the decree for extrajudicial collection costs. 4.4. For a Client acting in the exercise of a profession or business, suspension of its payment obligations and/or offsetting of alleged counterclaims against SSA is excluded. 4.5. SSA reserves the right to demand advance payments on the agreed price and stipulate that the Services will commence only after such advance payment has been made. For a Client not acting in the exercise of a profession or business, the advance payment shall not exceed 50%.

Article 5 Information and the Assignment

5.1. If the Client accepts the Assignment, the Parties commit themselves at that moment to perform the Assignment to the best of their ability and knowledge. 5.2. The Client shall provide SSA with all necessary information to fulfill the agreement to the best of its ability. 5.3. The Client is obliged to provide SSA with all data, documents, and/or all reasonably required cooperation that SSA deems necessary for the proper execution of the Assignment, in a timely manner. 5.4. The Parties declare that the agreements between them are entered into as a contract for services. The provisions of articles 7:400 et seq. Civil Code apply to these agreements, unless otherwise stipulated in the agreement or these general terms and conditions. 5.5. The Parties shall behave towards each other as good principal and contractor.

Article 6 Complaints

6.1. Complaints from the Client about the execution of the agreement by SSA must be communicated in writing or electronically and accompanied by sufficient argumentation or substantiation to SSA. Complaints must be disclosed within a reasonable time after the complaint arises. A complaint is in any case not communicated within a reasonable time if the complaint is not communicated to SSA in the prescribed manner within fourteen days after the Client became aware of the complaint. 6.2 Violation of the provisions of article 6.1 leads to forfeiture of rights on the part of the Client, unless the failure to comply with the duty to complain has not actually harmed SSA’s position of proof. The right to complain is in any case forfeited after 12 months have elapsed since the Client became aware of the complaint, or should reasonably have been aware. 6.3 Filing a complaint does not lead to forfeiture and/or suspension of the Client’s payment obligations towards SSA.

Article 7 Force Majeure

7.1 Force majeure is understood to mean: any circumstance independent of SSA’s will that temporarily or permanently prevents the performance of the agreement. In particular, force majeure includes: illness of (an) Employee(s) required for the performance of the work, traffic disruptions, government orders, government prohibitions, pandemics, natural disasters, war, danger of war, riots, strikes, transportation difficulties, fire, and other serious disruptions at SSA’s or its subcontractors’ premises.

7.2 In case of force majeure, SSA has the right – at its discretion – to postpone the execution of the Agreement for a maximum of two months, to modify the agreement, or to terminate the agreement, to the extent not yet executed, without SSA being obligated in any form to compensate for any damages and/or refund any amounts already paid to SSA.

7.3 Termination of the Agreement by the Client is excluded if the default of SSA is the result of Force Majeure, unless it concerns an Agreement entered into by a Client not acting in the exercise of a profession or business.

Article 8 Amendments

8.1. Amendments to and supplements of an Agreement are only valid after written or electronic recording and signing or approval by the Parties.

8.2. If changes occur in mandatory legislation or regulations after the signing of the Agreement and if this has consequences for the content and/or execution of the agreement, the parties will make other arrangements with each other and thereby stay as close as possible to the content of the original intentions of the parties.

Article 9 Self-employed persons without personnel (ZZP)/Freelancer

9.1. SSA may engage self-employed persons without personnel and/or freelancers (verloning.nl) as Employees to perform the Assignment.

9.2. The Client shall be informed in a timely manner of the circumstance that a ZZP or freelancer is mediated or engaged.

9.3. When SSA engages a ZZP or Freelancer, SSA shall ensure that a valid model agreement exists between the ZZP/Freelancer and SSA. This model agreement must comply with the requirements set by the Tax Authorities. This will include, among other things, contractual arrangements regarding the submission of a VAT number and an extract from the commercial register of the ZZP, or, in the case of a Freelancer, compliance with the requirements as available via verloning.nl, as well as liabilities between the Client and the ZZP/Freelancer, the risk of non-payment, etc.

9.4. The Client is obliged to ensure a situation in which the ZZP can perform the Activities at its discretion. Instructions that contribute to the execution of the Activities may be provided to the ZZP by the Client.

9.5. The Client indemnifies SSA against any claims made by or on behalf of third parties (e.g., the Tax Authorities and/or other government agencies) to the extent that this claim is the result of the Client not complying with the obligations under this article and/or the Agreement.

Article 10 Information and safe working environment

10.1. Before commencing the Activities, the Client shall provide SSA with written information regarding the required professional qualifications and the specific characteristics of the Activities to be performed by the Employee. If and when the Activities carried out at the Client involve specific risks requiring precautions, the Client shall prepare a Risk Inventory and Evaluation (RI&E).

10.2. The Client is obligated to actively inform Employees about the existing – or applicable – working conditions, labor regulations, and what is determined in the RI&E, and is responsible for the safety of the Employee.

10.3. To the extent that the Client does not, or not sufficiently, comply with what is described in paragraphs 1 and 2 of this article, SSA is entitled, without further notice and/or default notice, to suspend its obligations under the Agreement or to terminate the agreement, without prejudice to SSA’s right to full compensation for damages due to the breach of the Agreement by the Client.

10.4. If an Employee suffers a work-related accident and/or an occupational disease, the Client, if legally required, shall immediately inform the competent authorities thereof and ensure that a written report is drawn up immediately. The report shall record the circumstances of the accident in such a way that it can be reasonably ascertained to what extent the accident is the result of insufficient measures taken to prevent the accident or occupational disease.

10.5. The Client shall inform SSA as soon as possible about the work-related accident or occupational disease and provide a copy of the prepared report.

10.6. The Client shall compensate – and indemnify SSA against – any damages (including costs, including actual legal costs) suffered by the Employee in the course of performing his Activities, to the extent that the Client and/or SSA is liable under article 7:658 of the Dutch Civil Code.

10.7. In the event that the work-related accident results in death, the Client is obliged to compensate damages (including costs, including actual legal costs) in accordance with article 6:108 of the Dutch Civil Code to the persons mentioned in that article.

Article 11

Liability

11.1. The Client is obliged to observe the care as mentioned in article 7:658 BW towards the Employee.

11.2. Pursuant to article 6:171 BW, the Client is liable for damage to a third party caused by an Employee during – and related to – the performance of the Activities.

11.3. SSA is not liable for damage resulting from or related to non-compliance by the Client with (legal) rule(s), such as all obligations of the Client mentioned in this agreement and legal obligations incumbent upon the Client.

11.4. The Client is obliged to take out insurance covering liability risks as included in this Agreement. Upon request by SSA, proof of payment of the premium invoices must be provided to SSA.

11.5. The Client indemnifies SSA against claims from third parties for compensation for damage caused by the performance of the Activities and attributable to negligence, recklessness, or improper actions of the Client, its personnel, or third parties engaged by the Client.

11.6. SSA is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.

11.7. SSA is not liable for damage caused by the Client’s insufficient provision of information to SSA regarding facts and circumstances related to the Assignment, the Activities, and/or the company, or because the information provided by the Client is not correct, complete, or reliable, unless such damage is also caused by intent or gross negligence of SSA.

11.8. SSA is not liable for damage to personnel, materials, or space provided by the Client.

11.9. SSA is not liable for damage resulting from or related to incorrect, invalid, or otherwise misleading information and/or references provided by or through the Employee.

11.10. Furthermore, SSA is not liable for damage caused by acts or omissions of third parties involved in the execution of the Assignment, unless such damage is also caused by intent or gross negligence of SSA.

11.11. SSA accepts no liability for damage in connection with the deployment of Employees who do not meet the requirements and expectations of the Client, except to the extent that such damage is causally related to an attributable shortcoming of SSA.

11.12. SSA’s liability is at all times limited to a maximum of one time the amount charged by SSA to the Client in connection with the Assignment, provided that in the event of an Agreement lasting longer than one month, liability is limited to the amount due for one month. If the foregoing would not hold up in court, SSA’s liability is in any case limited to what is paid out under a liability insurance policy taken out by SSA. The foregoing is without prejudice to cases of intent or gross negligence by SSA.

11.13. SSA is always entitled to limit or undo the Client’s damage as much as possible, for which the Client is obliged to provide all cooperation.

11.14. The Client indemnifies SSA against any claims from third parties for damage related to or resulting from the execution of the Assignment by SSA, to the extent that SSA is not liable to the Client under the provisions of this article.

11.15. If the Client has insured any risks associated with the Agreement, the Client hereby indemnifies SSA from these risks.

11.16. The limitations of liability set out in the preceding provisions of this article are also stipulated for the benefit of the assistants and/or third parties engaged by SSA in the execution of the Assignment (not being an Employee), who may directly invoke these limitations of liability.

11.17. If SSA is involved in legal proceedings, the Client undertakes to provide all cooperation regarding the provision of information and/or evidence deemed necessary by SSA for its defense or claim in court.

Article 12

Takeover of Employees

12.1. During the term of the Agreement, the Client is prohibited from contacting an Employee in any way or having work performed directly or indirectly by this Employee without the involvement of SSA and/or based on an Agreement with SSA, other than with the written consent of SSA. SSA is entitled to attach (financial) conditions to its consent.

12.2. The Client is prohibited, for a period of 1 (one) year after termination of the Assignment/Agreement and/or performance of the Activities and/or the offering or proposing of the Employee by or through SSA, from contacting an Employee in any way or having work performed directly or indirectly by this Employee without the involvement of SSA and/or based on an Agreement with SSA, other than with the written consent of and/or, in case an Agreement has ended less than 1 (one) year ago, payment of a reasonable compensation to SSA.

12.3. The reasonable compensation referred to in the last sentence of paragraph 2 of this article amounts to € 8,500.00 (eight thousand five hundred euros). This compensation is due – without prejudice to article 16 – also insofar as it appears that the Client has taken on the Employee without SSA’s consent, directly or indirectly, or is having work performed for payment in another way, after SSA has disclosed the data concerning the Employee to the Client.

Article 13

Duration and (interim) termination of the Agreement

13.1. Agreements come into effect on the date of signature or electronic confirmation and remain valid indefinitely, unless the Agreement specifies a fixed term. Unless otherwise agreed in writing in the Agreement, the Agreement may be terminated in writing at any time with a notice period of one month. Termination is not possible if the Agreement has already been fulfilled. Interim termination is not possible if the Agreement is for a fixed term, unless this has been deviated from in the Agreement, or if the Client is not acting in the course of a profession or business.

13.2. Each Party may terminate this agreement and/or one or more individual agreements immediately (without requiring judicial intervention and/or default notice) (partially) without being liable for any damages:

1. In case of non-compliance by the counterparty with any obligation under this agreement or an individual agreement, unless the counterparty complies with the agreement within seven days;
2. In case of bankruptcy of the counterparty, if the counterparty applies for a moratorium on payments, or if seizure is made of its assets;
3. If the counterparty applies for the application of the legal scheme of debt restructuring, if the counterparty is placed under guardianship or (part of) its assets are placed under administration, or in case of renunciation of estate by the counterparty;

13.3. Unless otherwise specified in these General Terms and Conditions and/or the Agreement, a Client may cancel the Agreement under the following conditions:

1. A) The Client can amend and/or cancel the Agreement free of charge up to 21 days before the start of the Agreement.
2. B) In case of amendment and/or cancellation of the Agreement between 14 and 21 working days before the start of the Agreement, a fee of 25% of the agreed price is due.
3. C) In case of amendment and/or cancellation of the Agreement between 7 and 14 working days before the start of the Agreement, a fee of 75% of the agreed price is due.
4. D) In case of amendment and/or cancellation of the Agreement from 7 working days or less before the start of the Agreement, a fee of 100% of the agreed price is due.

Article 14

Confidentiality and destruction of data

14.1. Parties are obligated, both during the term of this agreement and after its termination, to observe strict confidentiality regarding all matters of the other party and the affiliated company(ies), the confidential nature of which is deemed to be known to the Parties.

Article 15

Intellectual property

15.1. SSA is entitled to intellectual property rights arising from the performance of the Agreement, both domestically and internationally, and for a period of one year thereafter. Upon request, the Client shall make all declarations and carry out all formalities necessary to enable SSA to obtain the rights mentioned in this article in its name, the latter if necessary after an initial application in the name of the Client, by transfer to SSA.

15.2. Intellectual property includes, among other things, but is not limited to, images and/or film material created during the execution of the Assignment, sound fragments, and other images related to the Assignment and the Work/Services.

Article 16

Penalty Clauses

16.1. In the event of a breach of the obligations as mentioned in Article 2 paragraph 5, Article 10, Article 12, Article 11 paragraph 5, and Article 14, the Client shall, without further and/or prior notice of default, be liable to SSA for an irreducible penalty of €15,000.00 (fifteen thousand euros) and subsequently a penalty of €500.00 (five hundred euros) for each day the non-compliance continues. The penalty is due without prejudice to SSA’s (legal) rights to demand performance and/or dissolution and/or additional damages, to the extent that the damage exceeds the penalty.

Article 17

Other provisions, applicable law, and disputes

17.1. Dutch law applies to all agreements and/or Assignments between SSA and the Client.

17.2. In the event of any inconsistency between any provision in these General Terms and Conditions and the Agreement(s), the provisions of the Agreement shall prevail.

17.3. Any disputes between SSA and the Client regarding the Agreement shall be submitted to the competent court in Amsterdam, unless another court is competent based on mandatory legal provisions.