General terms and conditions PAYSE
Terms and conditions PAYSE
Article 1: Scope of application
Article 2: Definitions
Article 3: Registration of the payroll employee and work procedure
Article 4: Entering, duration and end of assignment
Article 5: Compliance with assignment
Article 6: Scope of work and working hours of payroll employees
Article 7: Remuneration of payroll employees
Article 8: Proper management and supervision of payroll employees
Article 9: Working conditions of payroll employees
Article 10: Rates
Article 11: Time registration
Article 12: Hiring a payroll employee by the client
Article 13: Obligations about the Allocation of Workers by Intermediaries Act
Article 14: Invoicing and payment
Article 15: Liability of PAYSE
Article 16: Insurance
Article 17: Intellectual Property
Article 18: Confidentiality
Article 19: Client’s verification and retention obligation
Article 20: Prevention of Discrimination
Article 21: Participation
Article 22: Privacy
Article 23: Use of ICT resources
Article 24: Operation and availability of ICT resources
Article 25: Security
Article 26: ICT resources and information
Article 27: Prescribed ICT resources/services of supplier client
Article 28: Economic Sanctions
Article 29: Applicable law and choice of forum
Article 30: Final provision
Article 1: Scope of application
1. These general terms and conditions apply to all offers, assignments and other agreements between PAYSE and the client regarding payroll services.
2. Any purchase or other conditions of the client do not apply and are expressly rejected by PAYSE.
3. Agreements deviating from these general terms and conditions are only applicable if agreed in writing PAYSE confirmed or agreed in writing with PAYSE. Such deviating agreements only apply to the assignment(s) or other agreement(s) to which they have been declared applicable.
Article 2: Definitions
• Offers: all legal acts aimed at the conclusion of assignments or other (framework) agreements, including proposals, quotations, and quotations.
• Employment contract: a payroll contract as referred to in Section 7:692 of the Dutch Civil Code.
• Employment conditions scheme: the employment conditions as referred to in art. 8a, paragraphs 1 and 2 of the Allocation of Workers by Intermediaries Act. Explanation: Pursuant to these articles, the payroll employee is entitled to at least the same terms and conditions of employment as those that apply to employees working in an equal/equivalent position in the employ of the client. This also applies to the so-called ‘chain count’ that applies to the client. If the client does not employ any employees in an equal/equivalent position to the payroll employee, the payroll employee is entitled to at least the same terms and conditions of employment as those that apply to employees who hold equal/equivalent positions in the sector of the professional or business sector in which the client works. is. In most cases, the foregoing means that the (industry or company) collective labor agreement and/or terms and conditions of employment scheme applicable at the client equally applies to the payroll employee. If there are no employees with an equal/equivalent position employed by the client, the client and PAYSE will jointly coordinate which collective labor agreement and/or terms and conditions of employment from the sector apply. The payroll employee is also entitled to an ‘adequate pension’ as referred to in art. 8a, paragraphs 5 and 6 of the Allocation of Workers by Intermediaries Act if the employees who work in an equal/equivalent position in the service of the client or employees who work in the same/equivalent positions in the sector of the professional or business sector in which the client works (if it does not employ any employees in an equal/equivalent position) are also entitled to a pension scheme.
• Service(s): PAYSE’s services aimed at making payroll employees available and related services.
• Economic sanctions: all sanctioning and/or economic measures that appear in laws and regulations, treaties and embargoes and other decisions by bodies that are relevant to the Netherlands, including the European Union and the United Nations.
• Completely or largely unpredictable working hours: the working hours as referred to in Section 7:655, paragraph 1, under i, 2° of the Dutch Civil Code.
• Fully or largely predictable working hours: the working hours as referred to in Article 7:655 paragraph 1, under i, 1° of the Dutch Civil Code
• ICT resources: technological resources used by PAYSE in the provision of services to which the client is given direct or indirect access in the context of the services, such as (interactive) websites, internet portal(s), computer systems, time registration systems, software, links (application interfaces), applications (apps) and email.
• Internet portal: the non-public (parts of the) websites of PAYSE, insofar as accessible to clients in the context of (the performance of) one or more services.
• Assignment: the agreement between the client and PAYSE based on which PAYSE, at the request of the client, enters into an employment contract with a payroll employee who is then made available by PAYSE exclusively to the client to perform work under his management and supervision against payment of the rate.
• Assignment for a definite period: the assignment for which a fixed-term employment contract is entered into with the payroll employee.
• Assignment for an indefinite period: the assignment for which an employment contract is entered into with the payroll employee for an indefinite period.
• Client: any natural or legal person with whom PAYSE enters into an order or other agreement or to whom PAYSE makes an offer.
• Call: the call from the payroll employee to perform work at the client. Explanation: Each call and any withdrawal/amendment thereof must be made in writing or digitally. The call must state the days and times on which the payroll employee must come to work. In principle, the call must always be made at least 4 days (or a shorter period if this is stipulated in the company or sector collective labor agreement applicable at the client) before the start of the work. The payroll employee cannot be obliged to come to work in case of a call-up shorter in advance. This also applies to changed calls. If the call is (partially) withdrawn or changed less than 4 days (or the shorter term referred to above) in advance, the payroll employee is entitled to the wages he/she would have received if he/she had worked in accordance with the call.
• On-call contract: an employment contract as referred to in Section 7:628a of the Dutch Civil Code.
• Payroll employee: any natural person recruited and selected by the client, who is made available to the client by PAYSE exclusively, in order – based on a payroll agreement as referred to in Section 7:692 of the Dutch Civil Code – to perform work under the management and supervision of that person. client or a third party to be designated by him with due observance of these terms and conditions. For the sake of readability, these conditions are always written: ‘payroll employee’, ‘he’ and ‘him’. This also includes the ‘payroll employee’, ‘she’ and ‘her’.
• Reference days and times: the days and hours on which the employee can be obliged to perform work, as referred to in Article 7:655, paragraph 6, sub i, 2° of the Dutch Civil Code.
• Related services: services that support or are related to PAYSE’s services in the field of making payroll employees available and are performed – usually in combination with the service, but also as an independent assignment. This includes, for example: making ICT resources available, providing management information. Written: in writing or exchanged by means of (an) electronic message(s), for example via e-mail or the internet portals.
• Rate: the rate owed by the client to PAYSE for the service performed or to be performed based on the assignment, excluding VAT.
• Availability: making payroll employees available to perform work under an assignment under the direction and supervision of the client or a third party to be designated by the client with due observance of these terms and conditions.
• PAYSE: PAYSE or PAYSE Flex
• Sanctions lists: overviews of companies, institutions, and individuals subject to economic sanctions.
• Compulsory training: training that is necessary to be able to (continue to) perform the agreed position, as referred to in Article 7:611a paragraph 2 of the Dutch Civil Code.
• Confidential information: information designated as such by the disclosing party and information of which the recipient knew or should reasonably have known that it is of a confidential nature.
Article 3: Registration of the payroll employee and work procedure
1. The client reports the payroll employee to PAYSE by means of the correct
and completed (digital) PAYSE statement form. The payroll employee has checked and completed the (digital) PAYSE statement form. The completed (digital) PAYSE statement form by the payroll employee and the client must be received by the Contractor no later than 5 working days before the payroll employee starts.
2. PAYSE reserves the right not to process a statement form (and therefore no
entering an employment contract with the payroll employee). Completing and sending the statement form does not create an employment contract between the payroll employee and PAYSE. The employment contract is only concluded after PAYSE has confirmed this in writing by means of the order confirmation.
3. The client ensures that PAYSE is fully informed about the employment history of the payroll employee before the employment contract is entered into. If the client provides incorrect and/or incomplete information about the employment history of the payroll employee, the client will compensate PAYSE for all damage suffered and/or to be suffered by PAYSE because of that incorrect and/or incomplete information.
4. Prior to registration, the client must check the original proof of identity of the payroll employee for authenticity and validity, in accordance with the provisions of Article 19 of these terms and conditions. The identity of the payroll employee must also be checked.
5. The Contractor is not liable for damage resulting from the deployment of payroll employees who do not appear to meet the requirements set by the Client.
Article 4: Entering into, duration and end of assignment
1. The assignment or other agreement is entered into in writing or confirmed in writing by PAYSE. The order is therefore final, unless the client immediately and no later than 3 calendar days after the date of the confirmation informs PAYSE in writing that the confirmation contains an incorrect representation of what has been agreed.
2. Unless agreed otherwise in writing, only assignments for a definite period are entered.
3. The assignment for a definite period ends by operation of law when the agreed time has elapsed or because a predetermined objectively determinable event occurs. The assignment for a definite period cannot be terminated prematurely unless the payroll employee is still in his probationary period. In that case, the assignment can be cancelled with due observance of one working day and at the latest before the end of the probationary period.
4. The client will inform PAYSE no later than 5 weeks before the end of the assignment for a definite period, or no later than 3 working days after PAYSE has asked the client whether and if so, for what duration and under what other conditions it wishes to extend the assignment.
5. If the client and PAYSE have agreed that contracts for an indefinite period can be entered, they will record the agreements under which contracts for an indefinite period can be cancelled in writing. If no written agreements have been made and there is an assignment for an indefinite period, the following applies:
– If the client wishes to cancel an assignment for an indefinite period because there is insufficient work (‘economic circumstances’), the client is only entitled to cancel that assignment (with due observance of the notice period referred to in paragraph e of this article). if the client, in the opinion of PAYSE, has been able to demonstrate sufficiently that the client is forced to cancel the assignment for commercial reasons (also considering the applicable laws and regulations, including the dismissal decision). In short, this means that the client must demonstrate that the termination of the job of the relevant payroll employee is necessary for efficient business operations. The client must at least provide the documents necessary for the application to the UWV, taking into account the dismissal decision applicable at that time. The proposal for dismissal of the relevant payroll employee must also be in accordance with the application of the proportionality principle at the client. The latter is only not the case if different rules apply to the client for determining the order of dismissal. In that case, the nomination for dismissal must be in accordance with those rules.
– If the client accepts an assignment for an indefinite period for reasons other than business economics –wishes to cancel, for example due to dysfunction of or an employment dispute with the relevant payroll employee, the client is only entitled to cancel that assignment (with due observance of the notice period referred to in paragraph e of this article) if the statutory conditions for Dismissal are met. for that reason. The client will always involve PAYSE in the matter in good time so that PAYSE can properly fulfill its role as an employer. In that context, the client will also provide PAYSE with all information and documentation relevant to the termination of the employment contract (such as, for example, conversation reports).
– If the (statutory) conditions for dismissal referred to in paragraphs a and b have not been met, the assignment remains.
– continue until PAYSE can legally terminate the underlying employment contract with the payroll employee (including also terminating the employment contract by mutual consent).
– If a social plan (or something similar) applies to the client, the client will inform PAYSE about this in good time. This social plan also applies to the payroll employee and any costs resulting from this for PAYSE will be charged to the client, with due observance of the provisions of the fifth paragraph of this article.
– Cancellation of assignments for an indefinite period must always take place in writing with due observance of the applicable notice period as referred to in art. 7:672 DCC plus one month.
6. If PAYSE owes a transition payment to the payroll employee because of the termination of the employment contract, this will be charged to the client unless it has been agreed between the parties that the transition payment will not be charged because it is included in the cost price. is included. If PAYSE owes the payroll employee (an) other, legal, or non-statutory, compensation(s), such as a fair compensation or a (dismissal) compensation or a redeployment process based on legislation or a social plan, which is/are higher than the transition payment, the excess above the transition payment will be charged to the client. Any costs of legal assistance that PAYSE must incur will also be charged to the client.
7. Each assignment can be cancelled immediately, without any notice period, by the other party if:
– the other party is in default and the shortcoming of the other party justifies the termination.
– the other party is taken over in whole or in part and this takeover justifies the cancellation.
– the other party has been liquidated.
– the other party has been declared bankrupt or has filed for bankruptcy; or
– the other party is in suspension of payment or has applied for suspension of payment.
The party that terminates under this article shall not be liable to the other party in connection with such termination. All claims of PAYSE become immediately due and payable because of the cancellation.
8. Provisions that by their nature are intended to continue after the end of the assignment, such as the provisions regarding payment, liability, intellectual property, confidentiality, privacy, and applicable law, will remain in force after the end of the assignment.
Article 5: Compliance with assignment
1. PAYSE is obliged to make every effort to properly execute the assignment and/or other agreement, with due observance of the requirements of good workmanship and the applicable laws and regulations. If and insofar as PAYSE does not comply with this obligation, PAYSE is obliged to compensate the client for the damage resulting directly from this, provided that the client has submitted a written complaint in this respect as soon as possible, but no later than three months after the damage occurred or became known. submits it to PAYSE and demonstrates that the damage is the direct result of an attributable shortcoming on the part of PAYSE. The amount of the compensation is limited to 10% of the invoice value of the specific assignment to which the damage applies.
2. The client will provide PAYSE with all necessary information in a timely manner and provide PAYSE with all cooperation that can reasonably be required to enable PAYSE to properly execute the assignment and/or the agreement, with due observance of the requirements of good workmanship and the applicable laws and regulations.
3. Information provided by PAYSE in the context of the services – other than in an order (confirmation), other agreement or invoice -, such as informative presentations, reports, suggestions, and tips, are intended solely for the information of the client. No rights can be derived from this other than stipulated in these terms and conditions.
Article 6: Scope of work and working hours of payroll employees
1. Agreements are made with the assignment about the scope of work and working hours or – if the payroll employee has an on-call contract and/or wholly or largely unpredictable working hours – the reference days and times of the payroll employee. The working, break and rest times of the payroll employee are equal to the usual times and hours at the client. The client guarantees that the scope of work and the working hours and rest hours of the payroll employee comply with the legal requirements. The client ensures that the payroll employee does not exceed the legally permitted working hours and the scope of work agreed upon and stated in the assignment (confirmation), except for incidental overtime.
2. The client will employ the payroll employee for the full scope of work agreed with PAYSE. If the client temporarily has no or less work for the payroll employee or if he is unable to employ the payroll employee, he will continue to owe the rate for the agreed scope of work or – in the absence of a clear agreement – the usual rate for the remaining term of the assignment. scope of work in which the payroll employee is legally entitled.
3 The client will employ the payroll employee at the working hours agreed upon and stated in the assignment (confirmation) or – if the payroll employee has an on-call contract and/or wholly or largely unpredictable working hours – within the agreed reference days and times.
4. PAYSE can always propose to the client to adjust the scope of work and/or working hours agreed upon with the assignment if this is necessary in connection with legislation and regulations and/or a request from the payroll employee. The client will not reject this proposal without reasonable grounds.
5. If the payroll employee can claim an increase in the scope of work due to acts or omissions on the part of the client, the (minimum) scope of work agreed with the client will be adjusted accordingly – if necessary, with retroactive effect – and the client will be charged the client rate for the adjusted amount from that moment on. amount of work due.
6. If the payroll employee has an on-call contract and/or fully or largely unpredictable working hours, the client is responsible for calling up the payroll employee on behalf of PAYSE – demonstrably in accordance with the applicable laws and regulations. If, by or on the initiative of the client, the call of a payroll employee with an on-call contract is wholly or partially withdrawn or changed within 4 days (or a shorter period applicable in the client’s collective labor agreement) before the start of the relevant work, the client owes PAYSE the client rate due for the withdrawn/changed hours. If the client calls up the payroll employee, proof of these calls and any cancellations or changes thereof must be kept by the client for 5 years.
7. If the scope of work agreed with the payroll employee must be adjusted with a view to the provisions of Section 7:628a of the Dutch Civil Code, the agreed scope of work will be determined in consultation with the client and from that moment on, the rate for at least this adjusted scope of work will be due if the employment contract continues.
8. The holidays and leave of the payroll employee are determined in consultation between the client and the payroll employee. The client will enable the payroll employee to take vacation and leave with due observance of the law and the terms and conditions of employment.
9. The client will give the payroll employee the opportunity to pay to him because of the law and/or the employment conditions scheme offered training. The hours that the payroll employee spends on this training will be charged to the client as hours worked. If there is compulsory training, this training will take place during working hours as much as possible.
10. The client will give the payroll employee the opportunity to interrupt work, if and insofar as the payroll employee can claim this under the provisions of or pursuant to the Working Hours Act and/or the Working Conditions Act, for example to pump after childbirth. If the payroll employee is entitled to wages for the hours spent on such work interruptions, these hours will be charged to the client as hours worked.
11. When entering the assignment, the client will inform PAYSE about any company closures, collective mandatory days off and (special) holidays during the term of the assignment.
12. If the scope of the work to be performed by the payroll employee amounts to less than 15 hours per week and the times at which the work must be performed have not been laid down, or if the payroll employee has an on-call contract and the client does not or less than 3 (consecutive) hours per call to perform the agreed work, the client owes PAYSE per call the client rate for 3 or so many more hours than the payroll employee would usually have worked or could expect to work.
Article 7: Remuneration payroll employees
1. Pursuant to the provisions of Article 8a of the Allocation of Workers by Intermediaries Act, the payroll employee is entitled to the terms and conditions of employment as applicable at the client.
2. In connection with the provisions of art. 12a Act on the Allocation of Workers by Intermediaries, in accordance with Article 13, paragraph 5 of these terms and conditions, the client will always inform PAYSE in writing in good time (in any case before the start of the assignment) of the content of the terms and conditions of employment. This also applies to interim changes to the terms and conditions of employment.
3. If the information received by PAYSE from the client is not (completely) correct or is not timely provided and/or is not sufficient for the position performed by the payroll employee, the client will provide PAYSE with the correct information regarding the terms and conditions of employment at PAYSE’s first request. The position and/or remuneration can be adjusted during the assignment if the employee is reasonably entitled to that adjustment by invoking laws and regulations and/or the employment conditions scheme. If the adjustment leads to a higher remuneration, PAYSE will correct the remuneration of the payroll employee and the rate accordingly. The client owes this corrected rate from the moment PAYSE owes the corrected remuneration to the payroll employee.
4. PAYSE is responsible for the remuneration of the payroll employee and the payment of payroll taxes due. Without PAYSE’s permission, the client will not pay any compensation or provide benefits to the payroll employee. If the client pays allowances or benefits in kind to the payroll employee, the client is responsible for the payment of all payroll taxes owed on those allowances or benefits in kind. The client will compensate PAYSE for all damage it suffers as a result of the fact that payroll taxes are due on those payments and benefits and indemnifies PAYSE against claims from the payroll employee or third parties, including the Tax and Customs Administration, in this respect.
Article 8: Proper management and supervision of payroll employees
1. The client will behave towards the payroll employee in the exercise of management and supervision in the same careful manner as he is obliged to towards his own staff.
2. Circumstances that may affect the continuation of the provision must be reported to PAYSE by the client as soon as possible.
3. Without prior written permission from PAYSE, the client is not permitted to make the payroll employee available to a third party to perform work under the management and supervision of this third party or a third party to be designated by it. A third party is also understood to mean a (legal) person with whom the client is affiliated in a group (group).
4. If PAYSE grants permission as referred to in the third paragraph, the following conditions will in any event apply:
– the client stipulates with the third party that this third party knows, accepts and fulfills the obligations resting on the client on the basis of the assignment, the other agreement(s) and these terms and conditions, insofar as the client cannot fulfill these obligations itself due to their nature ;
– without prejudice to the provisions above, the client remains liable towards PAYSE for compliance with all obligations resting on the client on the basis of the assignment, the other agreements and these general terms and conditions;
– the client is liable for and indemnifies PAYSE in respect of all damage resulting from an act or omission of the third party with regard to (the employment of) the payroll employee and/or an act or omission of the payroll employee;
– the client agrees in writing with the third party that the third party will not make the payroll employee available to another third party;
– the client complies with its legal obligations as a lender with regard to making payroll employees available.
PAYSE is entitled to impose additional conditions on its consent.
5 The client can only employ the payroll employee in deviation from the assignment, the
terms and conditions and/or the other agreement, if PAYSE and the payroll employee have agreed to this in writing in advance.
6. The client shall not employ the payroll employee outside the Netherlands without prior written permission from PAYSE. PAYSE will only grant permission for foreign employment if and under the condition that:
– employment abroad is permitted.
– the requirements that apply to the intended employment abroad are met.
– the client has informed PAYSE at least 14 calendar days before the start of the work abroad about the intended employment abroad, so that PAYSE can apply for an A 1 statement in good time and comply with the reporting obligation if this is required under the secondment directive (96/ 71/EC) is required;
– the client takes out proper travel insurance (also) for the benefit of the payroll employee, which also covers business travel;
– the client is established in the Netherlands.
– the activities abroad are performed by the payroll employee under the strict management and supervision of the client.
– the employment does not continue for more than 183 calendar days, including days not worked on which the payroll employee does stay abroad; and
– the payroll employee has agreed to the employment in writing.
PAYSE may attach further conditions to its permission.
7. In the context of the execution of the work by the payroll employee, the client may
providing company resources to the payroll employee. Without the prior written consent of PAYSE, the client will not provide the payroll employee with company resources, in particular laptops, mobile telephones, smartphones or means of transport, the use of which by the payroll employee is not limited to the performance of the work. If business assets are provided by the client to the payroll employee, the client will ensure adequate insurance for the business assets and the payroll employee as user thereof. PAYSE is not liable for damage caused by the payroll employee to or with the business asset or resulting from incorrect or excessive use of the business asset.
8. The client will compensate the payroll employee for any damage he suffers because a property belonging to the performance of the work is damaged or destroyed.
9. PAYSE is not liable to the client for damage to the client, third parties or the payroll employee himself, resulting from acts or omissions of the payroll employee.
10. The client indemnifies PAYSE against any claim from third parties or the payroll employee against PAYSE as the employer of the payroll employee with regard to the damage referred to in paragraphs 7, 8 and 9 of this article and reimburses all related costs reasonably incurred by PAYSE.
Article 9: Working conditions of payroll employees
1. The client declares that it knows it is regarded as an employer in the Working Conditions Act. Pursuant to Article 5 paragraph 5 of the Working Conditions Act, the client provides PAYSE with a description from the risk inventory and evaluation of the risks at the payroll employee’s workplace and of the risk-limiting measures (occupational health and safety document) in good time before the start of the work. The client is responsible towards the payroll employee and PAYSE for compliance with the obligations arising from Article 7:658 of the Dutch Civil Code, the Working Conditions Act and the related regulations in the field of safety at the workplace and good working conditions in general. The provisions of this paragraph also apply to the home workplace if the payroll employee performs all or part of the work at home.
2. If the payroll employee suffers damage during the performance of the work for or participation in activities of the client or the third party referred to in Article 8 paragraph 3, the client will inform PAYSE of this as soon as possible, provide a written report of the incident draw up and provide to PAYSE. If required by law, the client will
also inform the competent authorities of the incident without delay. In the report, the circumstances of the incident are recorded in such a way that it can be concluded with a reasonable degree of certainty whether and to what extent the damage is the result of insufficient measures being taken to prevent the damage.
3. The client will compensate the payroll employee for all damage suffered by the payroll employee during the performance of the work for or participation in activities of the client or the third party referred to in Article 8 paragraph 3, if and insofar as the client and/or PAYSE are liable for this. is based on Section 7:658, Section 7:611 and/or Section 6:162 of the Dutch Civil Code.
4. If the payroll employee dies, the client will, with due observance of the provisions of Article 6:108 of the Dutch Civil Code, compensate the damage to the persons referred to in that article. and pursuant to Article 7:674 of the Dutch Civil Code, pay a benefit to the surviving relatives of the payroll employee.
5. The client indemnifies PAYSE against any claim of the payroll employee or the persons referred to in paragraph 4 against PAYSE as the payroll employee’s employer in respect of the damage referred to in this article and reimburses all related costs reasonably incurred by PAYSE.
Article 10: Rates
1. The (hourly) rate is determined by multiplying the applicable gross hourly wage of the payroll employee by the conversion factor, plus any (expense) allowances and/or allowances. Before the start of the assignment, the parties make written agreements about which remuneration elements of the employment conditions scheme are included in the conversion factor.
2. If a fixed wage has been agreed, this amount will be processed without accountability for hours.
3. The hourly rate stated in the assignment (confirmation) is the rate for the normal hours, namely the hours that are paid at 100% of the applicable salary. If the payroll employee is entitled to a supplement on top of this salary, the rate is proportionately higher. The stated rate is exclusive of any supplements owed by PAYSE to the payroll employee, (costs) allowances, costs for mandatory training and non-mandatory training that is followed at the request of the client and any other emoluments to which the payroll employee is entitled based on the terms of employment.
4. Unless stated or agreed otherwise in writing, the rate is calculated based on the scope of work agreed with the payroll employee and any additional or overtime hours. This also applies if the payroll employee has not actually performed any work, for example because of vacation, leave, illness or the fact that no work is available to the payroll employee.
5. The amount owed by the client to PAYSE consists of the sum of the rates for the normal hours, any supplementary hours, any supplements, (cost) allowances, costs for compulsory training and non-mandatory training that are provided at the request of the client. followed and any other emoluments to which the payroll employee is entitled based on the terms and conditions of employment. VAT is charged on all amounts charged.
6. If the terms and conditions of employment change at any time during the assignment, PAYSE will re-establish the salary of the payroll employee and the rate for the remaining term of that assignment based on the information provided by the client.
7. PAYSE is also entitled to adjust the rates and (costs) payments due during the assignment, insofar as necessary with retroactive effect, in the event of and in accordance with:
– an increase in the (expected) costs because of (changes in) the terms and conditions of employment and/or the wages regulated therein; and/or
– an increase in the (expected) costs because of (changes in or as a result of) laws and regulations, including (the implementation of) social and tax laws and regulations or any binding regulation; and/or
– an increase in the (expected) costs in connection with expenditures to be made by PAYSE and/or provisions to be made for sick leave, inactivity and/or redundancy of payroll employees.
In addition, PAYSE is entitled to increase its rates annually in week 1 based on the CBS index Collective Labor Agreement wages per hour including special remuneration for staff in the business services sector (SBI 2008 M-N Business Services).
8. Any adjustment to the rate will be made known to the client as soon as possible.
9. The following applies to payments and benefits in kind to the payroll employee:
– the tax assessment regarding whether these allowances and benefits in kind can be paid to the payroll employee free of payroll taxes lies with PAYSE. This may have consequences for the free space of the WKR as referred to in Article 31a of the Wage Tax Act 1964.
– PAYSE monitors whether the free space of the WKR is exceeded on an annual basis, insofar as it relates to the payroll employee(s) made available to the client by PAYSE.
– If the free space of the WKR, as referred to in sub b, is exceeded, PAYSE will in principle owe 80% payroll tax in the form of a final levy on the excess. These costs will then be charged to the client.
Article 11: Time registration
1. PAYSE will draw up its invoice based on time records approved by the client – in accordance with paragraph 2 or in another agreed manner.
2. If no other method of time registration has been agreed, time registration will take place by means of timesheets offered by PAYSE via the internet portal. With due observance of the provisions of paragraph 3, the client is obliged to check the time registration before 12:00 noon on the Monday after the end of the working week to which the time registration relates, and to supplement or correct it if necessary. The client is deemed to have approved time registration if he has not timely corrected an overview of hours offered to him via the internet portal.
3. Irrespective of the method of time registration, the client is obliged to ensure that in the time registration at least the following information is stated correctly and completely: the name of the payroll employee, the number of hours worked, overtime hours, irregular hours and shift hours, the other hours for which the rate is due in accordance with the terms and conditions of the assignment (confirmation) and/or other agreement, any allowances and – insofar as stated – any actual expenses incurred.
4. If the client provides the time records in a manner other than that referred to in paragraph 2, the client will ensure that the time records remain available for 5 years.
5. If a fixed scope of work hours has been agreed, Payse will draw up the invoice based on the agreed scope of work hours. Hours that exceed the fixed number of hours will be invoiced based on time registration approved by the client – in accordance with paragraph 3 or in another agreed manner.
6. If and insofar as the payroll employee and the client differ in opinion about the correctness or completeness of the time registration, PAYSE is entitled to determine the hours, costs, and allowances in accordance with the statement of the payroll employee, unless the client can demonstrate that the information provided by him is correct. If the client provides the time registration – in a manner other than that referred to in paragraph 2 – it will give the payroll employee, the opportunity to check the time registration (on time).
Article 12: Hiring a payroll employee by the client
1. The client is entitled to enter an employment relationship with the payroll employee. If the client wishes to enter into an employment relationship with the payroll employee, a notice period of 1 month per the 1st calendar day of the following month applies.
2. Entering into an employment relationship between the client and payroll employee is only possible when the employment relationship between PAYSE and the payroll employee has been terminated in a (legally) correct manner.
3. The client who intends to enter an employment relationship with the payroll employee will inform PAYSE of this in good time in writing before implementing this intention. The client is familiar with the laws and regulations in the field of successive employment and accepts all obligations arising therefrom. The client is responsible for investigating and assessing the employment history of the payroll employee. PAYSE can, insofar as the General Data Protection Regulation (GDPR) and related laws and regulations allow, provide information about this employment history at the request of the client, but cannot guarantee the correctness and completeness thereof, partly because it is dependent on the payroll employee and the client himself.
4. Any costs involved in entering into an employment relationship between the client and the payroll employee will be borne by the client.
Article 13: Obligations about the Allocation of Workers by Intermediaries Act
1. In accordance with Article 7a of the Allocation of Workers by Intermediaries Act, PAYSE is registered with the Chamber of Commerce as a company that makes workers available.
2 The client expressly declares that it is familiar with Article 8b of the Allocation of Workers by Intermediaries Act. The client is obliged to grant the payroll employees working for him equal access to the company facilities or services in his company (canteen, childcare and transport facilities) as the employees who work in the service of his company in equal or equivalent positions.
5. The client expressly declares that it is familiar with Article 8c of the Allocation of Workers by Intermediaries Act. The client is obliged to inform the payroll employees made available to him of any vacancies that arise within his company in a timely and clear manner.
6. The client expressly declares that it is familiar with Article 10 of the Allocation of Workers by Intermediaries Act. PAYSE is not permitted to make payroll employees available to (the part of) the client’s company where there is a strike, lockout, or company occupation. The client will timely and fully inform PAYSE about (expected) collective actions organized or unorganized by the trade unions, including in any case a strike, lockout, or company occupation.
7. The client expressly declares that it is familiar with Article 12a of the Act on the Allocation of Workers by Intermediaries. Before the start of the assignment, the client is obliged to provide PAYSE with written information about the terms and conditions of employment as referred to in Article 8a of the Act on Allocation of Workers by Intermediaries.
Article 14: Invoicing and payment
1. Depending on what has been agreed between the client and PAYSE in the agreement and/or assignment, invoices will be made weekly, four-weekly, or monthly and the invoice will be presented by means of an electronic message in a format and layout to be determined by PAYSE. If nothing has been agreed between the parties, PAYSE determines the billing frequency.
2. If the client uses a third party for delivery of the invoice, whereby the invoice is sent to that third party, the client is responsible for correct receipt of the invoice. PAYSE is responsible for the correct sending of the invoice. If PAYSE is unable to deliver the invoice to the third party through no fault of its own, it will report this to the client, after which the latter will offer an alternative for sending the invoice. The initial invoice date and agreed payment term remain in force.
3. The client is obliged to pay each invoice from PAYSE within 14 calendar days after the invoice date, unless agreed otherwise in writing. The invoice is paid if and as soon as the amount due has been received by PAYSE.
4. At PAYSE’s first request, the client will provide PAYSE with a written authorization to debit the amount of the invoice by means of direct debit from the bank account number specified by the client within the agreed term. If no term has been agreed, this will be 14 calendar days after the invoice date. The client will ensure that there is
sufficient balance on the bank account number specified by him and will refrain from reversing any payment to PAYSE.
5. Only payments to PAYSE or a third party designated in writing by PAYSE will discharge the works. Payments by the client to a payroll employee, under whatever title, are non-binding towards PAYSE and cannot constitute grounds for debt settlement or set-off.
6. If an invoice has not been paid within the term referred to in paragraph 2, the client will be in default by operation of law from the first day after the payment term has expired and will owe interest of 2% per calendar month on the outstanding amount, part of which of a month is counted as a full month. The copy of the invoice sent by PAYSE to the client in the possession of PAYSE serves as full proof of the interest owed and the day on which the interest calculation begins.
7. If the client disputes the invoice in whole or in part, it must report this to PAYSE in writing within fourteen calendar days of the invoice date, stating the reasons in detail. After this period, the client’s right to dispute the invoice lapses. The burden of proof regarding the timely dispute of the invoice rests with the client. Disputing the invoice does not release the client from its payment obligation.
8. The client is not authorized to set off the invoice amount, irrespective of whether it disputes this, against a counterclaim, whether justified or not, and/or to suspend payment of the invoice.
9. PAYSE is entitled to test the creditworthiness of the client and its affiliates enterprises.
10. If, in the opinion of PAYSE, gives cause, the client is obliged at the first written request of PAYSE:
– to issue an authorization for direct debit as referred to in the third paragraph.
– to provide an advance; and/or
– provide adequate security for its obligations towards PAYSE, by means of a bank guarantee, right of pledge or otherwise.
Security can be requested for both existing and future obligations, an advance only for future obligations. The size of the requested security and/or the requested advance must be in proportion to the size of the relevant obligations of the client.
11. If the client does not provide the advance referred to in paragraph 9 and 10, does not provide the requested security within the term set by PAYSE, does not authorize direct debit or reverses the direct debit as referred to in paragraph 4, the client is in default without that a further notice of default is required for this and PAYSE is entitled to suspend the performance of its obligations under all assignments and/or other agreements with the client or to immediately terminate all assignments and/or other agreements with the client without being liable to pay damages to the client. in connection with such suspension or cancellation. All claims of PAYSE become immediately due and payable because of the cancellation.
12. All judicial and extrajudicial (collection) costs that PAYSE incurs because of the client’s non-compliance with its obligations under this article will be fully borne by the client. The compensation for extrajudicial costs is fixed at 15% of the principal sum due including VAT and interest (with a minimum of € 250.00 per claim), unless PAYSE has demonstrably incurred more costs. The fixed fee will always be payable by the client as soon as the client is in default and will be charged without further proof.
13. If the assignment has been entered into with more than one client, belonging to the same group of companies, all clients are jointly and severally liable for the fulfillment of the obligations under this article, regardless of the name on the invoice. Full payment of the invoice, any additional costs and interest by a client releases the other clients from their payment obligation towards PAYSE.
Article 15: Liability of PAYSE
1. Any from the assignment and/or other agreement regarding the provision of a
payroll employee liability of PAYSE is limited per event to the rate to be charged based on these terms and conditions, the assignment (confirmation) and/or other agreement over the duration of the assignment with a maximum of 3 months. Any liability of PAYSE is limited to € 250,000.00 (two hundred and fifty thousand euros) per year. For the purposes of this article, a series of related events counts as one event.
2. PAYSE’s liability for consequential damage and indirect damage, including loss of profit, lost savings, damage due to business interruption, fines, damage due to loss of or damage to Data or damage to image, is excluded in all cases.
Article 16: Insurance
1. The client and PAYSE will, insofar as possible, take-out adequate insurance against liability based on the provisions of these terms and conditions. At PAYSE’s request, the client will provide proof of the insurance.
Article 17: Intellectual property
1. All intellectual property rights to the ICT resources, the texts, data (files), formats, logos, brands, other image and/or sound material and any other material, including the design, selection and arrangement thereof, where the the client has access to in the context of the offer, assignment or other agreement, with the exception of material from the client, are exclusively held by PAYSE or its licensors. This also applies to any adjustments, additions or works made specifically at the request and/or expense of the client. The client is only granted a temporary, personal, non-exclusive, and non-transferable user right regarding the ICT resources and the aforementioned material, insofar as and for as long as this is necessary to be able to use the services agreed between PAYSE and the client. Material produced by PAYSE specifically for the client, such as a client-specific report, may also be used by the client after the end of the service – for its own internal business purposes.
2. PAYSE is free to use all input, feedback, suggestions, etc. received from the client for the ICT resources and the material referred to in paragraph 1 without further permission or being required to pay any compensation. If, at the request or suggestion of the client, PAYSE makes additions or adjustments to the ICT resources or the material, whether against payment, then PAYSE is also entitled to make such adjustments and/or additions available to other users of the ICT resources. or the material. PAYSE is not obliged to comply with any request to adjust or supplement its ICT resources or material.
3. The client indemnifies PAYSE against all claims from third parties in connection with an alleged infringement of the (intellectual property) rights of those third parties on material made available to PAYSE or the payroll employee by the client in the context of the offer, assignment or other agreement..
4. The intellectual property rights to the results of the work performed by the payroll employee accrue to the client, if and insofar as this is determined by law. At the request of the client, PAYSE will have the payroll employee sign a written statement in order – insofar as necessary and possible – to ensure or at least promote that all intellectual property rights to the results of the activities of the payroll employee accrue or (will) be transferred to the contractor.
5. The client is free to enter into an agreement directly with the payroll employee or to present him with a statement for signature regarding the intellectual property rights referred to in paragraph 4. The client informs PAYSE of its intention to do so and provides PAYSE with a copy of the relevant agreement/declaration.
Article 18: Confidentiality
1. PAYSE and the client will not disclose any confidential information from or about the other party activities, payroll employees, employees, customers, and other relations that have become known to them in connection with an offer, assignment, or other agreement, to third parties, unless – and then insofar as the provision of that information is necessary to properly carry out the assignment. whether they have a legal obligation to disclose.
2. PAYSE imposes a general duty of confidentiality on its payroll employees. In addition, a more specific confidentiality obligation can be agreed upon at the request of the client. The content thereof will be agreed upon in consultation between PAYSE and the client. The client is also free to directly oblige the payroll employee to observe confidentiality.
The client informs PAYSE of its intention to do so and provides PAYSE with a copy of the statement/agreement drawn up in this respect.
3. PAYSE cannot guarantee compliance with any confidentiality obligation by the payroll employee and is not liable for a fine, penalty or any damage suffered by the client because of a violation of a confidentiality obligation by the payroll employee. The client will indemnify PAYSE against claims from third parties about non-compliance or defective compliance with any confidentiality obligation by the payroll employee.
Article 19: Client’s Verification and Retention Obligation
1. The client declares that it is familiar with the laws and regulations regarding the determination of the identity of employees. The client is obliged himself:
– to determine the identity of the payroll employee and to this end will carry out a careful check of an original identity document, as referred to in Article 1 sub-1, 2 and 3 of the Compulsory Identification Act.
– determine whether the payroll employee is entitled to perform work in the Netherlands; and
– include a copy of the identity document in his administration.
The client agrees that PAYSE, and incidentally also the certification body of PAYSE, checks the procedure on a random basis at the client’s location.
2. PAYSE is not responsible or liable for any fine imposed on the client in the context of the Foreign Nationals Employment Act.
Article 20: Prevention of Discrimination
1. When entering and executing the assignment or other agreement, in particular the assignment to make payroll employees available, the client and PAYSE will only set requirements that are relevant to the position and take them into account. The client and PAYSE will not make any prohibited distinction based on religion, belief, political opinion, gender, race, nationality, sexual orientation, marital status, disability, chronic illness, age, or any other ground.
Article 21: Participation
1. The client declares that it is aware of its obligations under the Works Councils Act (hereinafter: WOR).
2. The client will inform the employee participation body set up for his company in good time about the (expected) deployment of (payroll) employees in his company. If and insofar as the client wishes to base the fulfillment of these information obligations on information provided or to be provided by PAYSE, the provision of information will not go beyond what is required by the WOR.
3. The client guarantees that at the time an assignment or other agreement is concluded, the client’s obligations under the WOR have been met, such as requesting advice from the employee participation body set up for its company. After having worked for the client for a period specified in the WOR, payroll employees are granted participation rights with that client. The client is obliged to give the payroll employee, who is a member of a participation body of PAYSE or of the client, the opportunity to exercise these participation rights in accordance with laws and regulations. If the payroll employee
4. exercises co-determination in the client’s company, the client also owes the client rate for the hours in which the payroll employee performs work during working hours or follows a course in connection with exercising co-determination.
Article 22: Privacy
1. In the context of the assignment or other agreement, personal data, of payroll employees, will be exchanged on a regular basis. The client and PAYSE are obliged to treat this information confidentially in accordance with the General Data Protection Regulation (GDPR) and related laws and regulations.
2. Both PAYSE and the client qualify as controllers unless the parties expressly agree that one of the parties is a processor for the benefit of the other. In that case, the parties will agree on a processing agreement.
3. The client does not require any information from PAYSE that PAYSE is not allowed to provide and/or collect based on applicable laws and regulations. The client is responsible for the further processing of the data provided to him by PAYSE.
4. The client is responsible for ensuring that personal data is only provided to PAYSE if and insofar as the client is entitled to do so and has a legal basis, such as the necessary consent of the persons concerned.
5. The PAYSE privacy statement applies to the processing of personal data of contact persons of the client. The privacy statement can be found on PAYSE.nl.
6. The client indemnifies PAYSE against any claim of payroll employees, employees of the client or other third parties against PAYSE in connection with a violation by the client of the provisions of this article and reimburses the associated costs incurred by PAYSE.
Article 23: Use of ICT resources
1. PAYSE can use IT resources in the context of the performance of the service(s) and make them available for use by the client, including for the exchange of data and the performance of legal acts. The provisions of these articles and the provisions elsewhere in these terms and conditions about the ICT resources apply to the use of these ICT resources. The Terms of Use apply to the use of the internet portal. Contrary to Article 3:15a paragraphs 2 and 3 of the Dutch Civil Code and Article 6:227a, paragraph 1 of the Dutch Civil Code, legal acts are performed using the ICT resources and the procedures prescribed by PAYSE for this purpose.
2. At the reasonable request of PAYSE, the client will cooperate with the furnishing and installation making the ICT resources available to the client. If ICT resources are placed at a location of the client (or of a third party designated by the client) with the permission of the client, the client will provide the necessary connections, such as power, network connection and installation location, at its own expense. The client must maintain ICT resources placed on site in accordance with the instructions for use and is responsible for damage to or loss of the ICT resources due to misuse, theft, fire or water damage.
3. The use of the ICT resources by the client is limited to the purpose for which it was provided, namely facilitating, and using the services of PAYSE, including communicating and performing legal acts in the context of those services. The right of use ends automatically at the end of the service. The client is only entitled to use the ICT resources for its own internal business purposes and is not entitled to resell the ICT resources, whether bundled with its own services, to offer them to third parties on a different basis or to use them for the benefit of third parties. to use.
4. When using the ICT resources, the client will take all possible care and comply with the applicable laws and regulations, these terms and conditions and the information published with or for the ICT resources or otherwise provided by PAYSE. further) terms of use and/or instructions for use, including any changes thereto. The client will regularly review the instructions for use and conditions in connection with any changes or additions thereto. If PAYSE has to incur extra costs or spend extra time on its services because the client does not fulfill its obligations, then PAYSE is entitled to charge the extra costs or time to be spent as a result. If reasonably possible, PAYSE will warn the client in advance about possible extra costs and enable the client to use the ICT resources correctly before extra costs are charged to consider.
5. The client is responsible for the use that he and his employees, including third parties engaged by him, make of the ICT resources, and guarantees that these employees or third parties are authorized and entitled to use the ICT resources. and the information exchanged with it and to perform legal acts using the ICT resources. The client ensures that only employees who are involved in the preparation, implementation and/or settlement of the offer, assignment, or other agreements between the client and PAYSE have access to and use the ICT resources. The client will compensate PAYSE for all damage resulting from incorrect or unjustified use by (employees of) the client of the ICT resources and indemnify PAYSE against claims from third parties related to this use and/or the information exchanged through the ICT resources. facts. Without prejudice its other rights, PAYSE is authorized to suspend the use of the ICT resources or to deny the (relevant employee of the) client – temporarily or permanently – access to the ICT resources, if he does not comply with the conditions and instructions. holds. PAYSE is not liable for any damage suffered by the client as a result.
6. The client will take appropriate technical and organizational measures to guarantee an appropriate level of security, among other things for the correct and undisturbed use of the ICT resources and information exchanged with them and to prevent damage.
7. 7. Unless agreed otherwise, the client and PAYSE each bear their own costs incurred for (the provision or use of) the ICT resources.
8. It is not permitted to use the ICT resources as a storage location for unique data or as a backup thereof. The data that is accessible via the ICT resource
9. When using the ICT resources, the client will not cause any nuisance for PAYSE, the other users of the ICT resources or other third parties. The client must immediately comply with all instructions from PAYSE to prevent or remove such nuisance, without prejudice to PAYSE’s right to suspend the use of the ICT resources to remove such nuisance.
10. Unless expressly indicated or agreed otherwise, the ICT resources are designed for use by natural persons. It is not permitted to allow the ICT resources to be accessed or used by automated systems, or to establish a link between the ICT resources and an automated system without the prior written consent of PAYSE.
11. If the client receives login details from PAYSE for the use of the ICT resources, these login details must be treated strictly confidentially. The client is fully responsible for any use and misuse of the ICT resources made with the help of those login details. Legal acts performed using the login details (such as making requests or correcting a time registration offered via the tool) are binding on the client. PAYSE may assume that users of the login details are authorized to represent the client. If the client suspects that the confidentiality of the login details has been violated or that the login details have been misused, the client will report this to PAYSE as soon as possible. PAYSE will then deactivate the relevant login details as soon as possible.
12. PAYSE can provide support by telephone and/or e-mail when using the ICT resources but is not obliged to do so. For all support offered, the client must always first make an effort to resolve any questions by means of available documentation and previously given instructions.
Article 24: Operation and availability of ICT resources
1. PAYSE will make reasonable efforts to guarantee the availability and quality of the ICT resources. However, PAYSE does not guarantee the continuous, fault-free availability of the ICT resources or the completely correct processing of data with them. PAYSE is expressly not responsible for defects in the availability and operation of the ICT resources due to force majeure (explicitly including malfunctions on the internet, hacking, denial, and service attacks) and/or due to acts or omissions of (employees of) the client or third parties engaged by the client.
2. The client will inform PAYSE immediately if the client observes malfunctions or (accidentally) gains access to data not intended for the client. The client will provide all necessary cooperation in any malfunction investigation and will, if possible, immediately remove data not intended for it in a manner to be determined by PAYSE. If a fault is not found or was caused by the client itself or third parties it has engaged, PAYSE reserves the right to charge the client for the reasonable costs of the fault investigation and any fault solution.
3. PAYSE is entitled to temporarily suspend the availability of the ICT resources if this is necessary in connection with a change to be implemented or in connection with preventive and/or corrective maintenance. PAYSE will make reasonable efforts to keep the nuisance for the client as limited as possible.
4. PAYSE is entitled to adjust the ICT resources from time to time, among other things in connection with technological developments, changes in its business processes or business policy. Existing functionality can be adapted, supplemented, or removed.
Adjustments to the ICT resources that have a material impact on the client (for example because data must be supplied in a new way from now on) will – where possible – be communicated in advance to the client via the ICT resources or otherwise. The client must therefore regularly review and observe any instructions for use and other data that PAYSE makes available via the ICT resources or in any other way when using the ICT resources.
Article 25: Security
1. Your personal and company information is safe with us. Among other things, PAYSE takes appropriate security measures to protect the ICT resources against damage caused by viruses or other software or messages, or by unauthorized access to and use of the client’s data. PAYSE’s security measures are laid down in the Information Security Policy. PAYSE takes the following security measures in any case:
– The ICT resources on which the client’s data are stored are placed in areas to which only authorized persons have access and which are secured with fire detection equipment and an access control system.
– PAYSE uses antivirus programs to protect its data and files as well as possible against hackers and known viruses.
– PAYSE uses so-called layered firewall techniques to only allow authorized users from outside and inside PAYSE to access the data relevant to them.
2. The client is aware that it is impossible to completely exclude any contamination of ICT resources, and any unauthorized use, misuse and/or accidental damage or loss of data. PAYSE accepts no liability towards the client if, despite the measures taken, data of the client is still affected, lost or used by unauthorized persons, unless this is demonstrably the direct result of intent or gross negligence on the part of PAYSE.
3. If the client and PAYSE establish a link between systems of the client and PAYSE in the context of the agreed service(s), the client will take adequate measures to protect the ICT resources and the data processed on them against damage. , misuse and unauthorized access via the link from the client’s systems. PAYSE may set further requirements in this regard and reserves the right to temporarily suspend the connection if a lack of security at the client poses a threat to PAYSE’s ICT resources or other systems.
Article 26: ICT resources and information
1. The information that is shown via the ICT resources is collected and compiled with care. However, PAYSE cannot guarantee that this information is always correct, complete, and up to date. Inadequacies can, for example, be the result of PAYSE’s dependence on information from third parties, the administrative processes used, the technology used or disruptions on the internet. If the client finds that certain information is incorrect, he will immediately point this out to PAYSE.
2. If the client passes on information to PAYSE via ICT resources, he is personally responsible for ensuring that this information is correct and complete. PAYSE may assume that this is the case regarding its services. PAYSE is not obliged to check information provided by or on behalf of the client for correctness and completeness. If PAYSE nevertheless does so in each case and advises on this, this is done voluntarily and without accepting any liability for this.
3. PAYSE is authorized (but not obliged) to remove, change or supplement information exchanged via the ICT resources that proves to be incorrect or complete without prior notice.
4. It is not permitted to send or post messages and/or upload material with misleading, insulting, discriminatory or otherwise unlawful or – in the opinion of PAYSE – improper or unnecessarily offensive content. PAYSE reserves the right not to post such messages and/or uploads or to remove or change them without prior notice.
5. Regarding the content of information exchanged via the ICT resources or legal acts performed, the registration thereof in or by means of the ICT resources is decisive. This registration is also decisive regarding the time at which the information is made available or received by PAYSE or the relevant legal act is performed. In the event of a motivated dispute by the client regarding the time or content of the information or the legal act, PAYSE will investigate this in a reasonable and transparent manner and inform the client of the results. The Client is not entitled to suspend payments based on such a dispute.
Article 27: Prescribed ICT resources or services from the client’s supplier
1. If the client makes ICT resources available to PAYSE, including for the exchange of data and the performance of legal acts, or prescribes the use of certain ICT resources and/or a specific supplier to PAYSE, the following applies:
2. The client declares and guarantees that it fully complies with the obligations imposed on the client under the General Data Protection Regulation, in particular articles 24, 25, 30, 32, 33, 34 GDPR.
3. If the client (also) makes use of the services of a third-party supplier, this third-party supplier qualifies as the processor of the client. The client declares and guarantees to PAYSE that it has agreed on the invoicing and the required binding agreements with the relevant supplier as its processor. The client declares and guarantees to PAYSE compliance with article 28, 29 GDPR by the client and its processor.
4. The client does not require any information from PAYSE that PAYSE is not allowed to provide and/or collect based on applicable laws and regulations. The client is responsible for the further processing of the data provided to him by PAYSE.
5. The client indemnifies PAYSE against any claim by candidates, (payroll) employees, employees of the client or other third parties against PAYSE in connection with a violation by the client of the provisions of this article and reimburses the associated costs incurred by PAYSE.
Article 28: Economic Sanctions
1. The client declares that its company, any subsidiaries and its directors and employees do not appear on sanctions lists and have never been the subject of claims, proceedings, or investigations in connection with economic sanctions. The client guarantees that the client and any subsidiaries do not act in violation of economic sanctions and are also not involved in activities because of which PAYSE or employees of PAYSE act in violation of economic sanctions. The client guarantees that monies paid to PAYSE do not originate from activities that are in violation of economic sanctions.
Article 29: Applicable law and choice of forum
1. Dutch law applies to these general terms and conditions, assignments and/or other agreements. All disputes arising from or related to a legal relationship between the parties will, at the option of PAYSE, be exclusively settled in the first instance by the competent court of the District Court of Midden Nederland or by the court competent by or pursuant to the law.
Article 30: Final provision
1. If one or more provisions of these terms and conditions are null and void or are voided, the assignment, the transfer agreement and these terms and conditions will otherwise remain in force. The provisions that are not legally valid or cannot be legally applied will be replaced by provisions that are as close as possible to the purport of the provisions to be replaced.
2. PAYSE is entitled to transfer its rights and obligations under the assignment, the other agreement and these terms and conditions to a third party. Unless agreed otherwise in writing, the client is not permitted to transfer its rights and obligations under the assignment, the other agreement and these terms and conditions to a third party.
3. In the event of special – foreseen or unforeseen – circumstances, such as developments in legislation and regulations, PAYSE is entitled to immediately adjust or terminate the assignment or other agreement, if, in view of those special circumstances, it cannot reasonably be expected of PAYSE. to allow the assignment or transfer agreement to continue under the same conditions.
