Dutch Engels Back Office Service Support 

Linkedin-in Whatsapp

FRAMEWORK AGREEMENT  <naam>

CONTRACTING AND PAYROLLING SERVICES

Parties

<naam> is an entity existing under the law of The Netherlands, legally represented in this matter by <naam>, hereafter to be called “Client”; (Company registration number: <kvk>).

and

DEBoss B.V. legally represented in this matter by S. Onurlubasgil, hereafter to be called “Service Provider”;

Taking into consideration that:

  • Client wishes to be supported by the Service Provider in the administrative settlement of contracts;
  • Service Provider is prepared to deploy its knowledge and experience in the areas so requested by the Client;
  • Service Provider accepts the Assignment(s) of Client in this respect;
  • Parties wish to settle the conditions in this matter, such as established in the Framework Agreement at hand.

Declare to have agreed the following: Terminology

Client(s)

The client(s) of Client when applicable.

Expert(s)

The Expert(s) qualified in the field of activity specifically described in the Assignment.

Assignment(s)

Settling administrative procedures in the field of salary administration and/or contractual affairs. Hereby <naam> fulfils the role of client and DEBoss B.V. e.g. the role of Service Provider.

(Other) Party(-ies)

 

The signatories to the Framework Agreement and/or Assignment.

Framework agreement

The contract at hand between Client and Service Provider, in which the conditions are put down for administrative support in activities on behalf of the Client, to be conducted by order of the Client.

Activities

Based on the Assignment given by the Client, the accomplishments expected of the Service Provider in the field mentioned in the Assignment.

Article 1 General

  1. Based on the agreements laid down in the Framework Agreement, Service Provider will conduct activities in the name of Client and/or Clients, if and insofar as Client has given an assignment to do just that.
  1. The Activities to be conducted according to the Assignment will be completed according to the professional insight of the Expert.
  1. All Assignments are subject to the clauses and conditions mentioned in the Framework Agreement.
  1. Special clauses will be included in the Assignment. If these special clauses contravene those laid down in the Framework Agreement, then the clauses stated in the Assignment will prevail.
  1. Additions or alterations to the Framework Agreement and/or Assignment are only valid if agreed in writing.
  1. After termination of the Framework Agreement and/or Assignment(s), the articles which inherently instigate permanent obligations, will remain valid.
  1. The appendices enclosed are an integral part of this Framework Agreement.

Article 2 Duration and termination of the Framework Agreement

  1. The Framework Agreement is entered into for a period of 12 months, unless extended by the Parties. No termination notice is required. It is clarified that this Framework Agreement shall be automatically extended to correspond to the applicable term of any Assignment that is in effect.
  1. Both Parties have the right to end the Framework Agreement by email notice. Notice to Client shall be sent to: serkan@deboss.nl Notice to the Service Provider shall be sent to: serkan@deboss.nl.
  1. After termination of the Framework Agreement, the clauses laid down in the Framework Agreement remain valid as far as current and past Assignments are concerned.

 

Article 3 The Assignment

An Assignment will be integral part of the Framework Agreement.

Article 4 Prolongation To be discussed between Parties. Article 5 Acceptance

  1. Client indemnifies Service Provider for responsibilities which are result of agreements and/or appointments between Client/Client(s) and the Expert(s) and which are not confirmed by the Service Provider.
  1. Service Provider indemnifies Client for actions and omissions which are result of (i) violation of this Agreement; and/or (ii) violation of applicable laws and regulations.
  1. Service Provider is allowed to reject an extension of the Assignment when these extensions exceed a period of 36 months unless agreed differently in writing. Service Provider will inform the Client accordingly about the total duration of the Assignment.

Article 6 Replacement

Not applicable.

Article 7 Rate

  1. Service Provider will charge the Client for the Activities according to the rate and/or mark-up stated in the Assignment contained in Annexure A.
  1. Client will bear the bank charges imposed by its bank with respect to the transfer of the funds.

Article 8 Justification of hours

    1. The Expert appointed by Service Provider will justify the monthly hours accountable in a special form supplied by Service Provider or Client.
    2. Service Provider will ensure that the hours-accountable form agreed and signed by Client is sent to Client monthly.

 

Article 9 Invoicing

  1. Invoicing takes place based on monthly rate according annexure A.
  1. If the hours worked, according to Article 8, are justified and the relevant hours- accountable forms are in the possession of Client, payment is expected within max. 21 days of Client receiving the invoice.
  1. When Client does not fulfil the payment within 30 days, the Service Provider is entitled to charge a fee. This fee is based on extra administration costs and/or managing plus the legally interest. The fee will be at least Euro 45 per any months of delay and provided that the Service Provider has communicated any such payment failure in writing with the Client and enabled it 5 days to recover any payment deficiency.

Article 10 Confidentiality

  1. Both during and after termination of the Framework Agreement and/or Assignment, Service Provider undertakes ensure the confidentiality with regard to all information and knowledge of Client and/or his Clients, whether about the company, customers, market and system, as well as the information supplied within the Framework of these agreements and other confidential information to which Service Provider and Expert have access during the execution of the Assignments based on the Framework Agreement. The Service Provider shall ensure that the Expert complies with the aforementioned.
  1. Service Provider undertakes not to, and ensure that the Expert does not, make available and/or to provide to third parties the knowledge and information stated in sub-section 1, without receiving previous permission to this effect from Client and/or his Client.

Article 11 Non-competition clauses

Not applicable.

Article 12 Intellectual property rights

The intellectual property rights to the documentation, information, instructions, reports, results, and the information contained therein, effected by Expert in the work of the Assignment, belong to the Client or his Client(s) if applicable.

Article 13 Taxes and Social Insurance

Service Provider will check and ensure that all taxes and/or social security contributions regarding the Expert are declared and paid correctly, on time and completely. Service Provider indemnifies Client for any liability in this respect.

 

Article 14 Liability

  1. If one of the Parties fails to fulfil his obligations as stated in the Framework Agreement and/or Assignment, the other party will declare it liable in this respect, unless already proven impossible at any time for the Party to fulfil the relevant obligations, in which case the defaulting Party is immediately liable.
  1. A declaration of liability must be made in writing, whereby the defaulting Party will be granted a reasonable period to fulfil his obligations. This period has the character of a deadline.
  1. The Party that fails, while liable, to fulfil his obligation, or acts illegally towards the other Party, may be held liable by that other Party for compensation of the damage already suffered, or yet to be suffered, by the other Party.
  1. Parties agree that, except in case of gross negligence or willful/intentional misconduct of Client or Service Provider, the liability of each of the parties for its obligations under this Agreement for direct damages shall not exceed in aggregate an amount equivalent to 500,000 EUR.

Article 15 Force majeure

  1. In the event of force majeure, the fulfilment of the obligations resulting from or associated with the carrying out of the Framework Agreement and/or Assignment, will be partially or completely postponed for the relevant Party for the duration of such force majeure, without Parties being held to any damage compensation in this matter. In the event of force majeure, the Other Party will be notified in writing, whereby the necessary evidence will be submitted.
  1. Force majeure explicitly does not include a third party not, or not in time, fulfilling the obligations he has taken on himself towards one of the Parties, unless the third party in question can prove that the reason for his not, or not in time, fulfilling his obligations is due to force majeure.

Article 16 Interim termination of the assignment

  1. Both Parties have the right to immediately partially or completely terminate the Assignment in the interim, without written proof of default or court intervention:
    • each Party, if the Other Party claims force majeure and the period in which force majeure has been claimed has lasted longer than 3 months or as soon as becomes apparent that this period will last longer than 3 months;
    • each Party, if the Other Party has applied for suspension of payment, or if the Other Party has been declared bankrupt;
    • each Party, if the Other Party’s company is partially or totally transferred to or merged with a third party;
  1. Furthermore both Parties have the right to an immediate interim termination, partially or completely, of the Assignment, without court intervention, if the Other Party does not

 

fulfil any obligation resulting from and/or associated with the Framework Agreement and/or the Assignment, and this reneging is of so serious a nature that the Other Party cannot reasonably be expected to continue with the Assignment and the reneging Party, after being declared liable in this respect by registered post, continues to default on this obligation resp. to take the appropriate steps to correct this situation. Notification of an interim termination of the Assignment must be sent in writing by email to the designated email addresses specified in section 21 above.

  1. Furthermore, both Parties have the right to terminate the Agreement for convenience, at any time and in their sole discretion, by providing to the other party with 30 days prior written notice of the same.

Article 17 Transfer of rights and obligations

Neither Party may partially or completely transfer its rights or obligations in connection with the Framework Agreement and/or Assignment and the conducting thereof, without receipt of previous written permission from the other Party. Parties may attach conditions to this permission. Transfers that are not in accordance with the above will be considered invalid about the other Party.

Article 18 Invalidity

In the event of invalidity of one or more clauses of the Framework Agreement and/or Assignment, the further clauses remain valid. Parties commit themselves at present for any future eventuality to consult each other regarding new clauses to replace the invalid clause(s), whereby the tenor of the agreement and the invalid clause(s) is preserved as much as possible.

Article 19 Preservation of rights

Failure by one of the Parties at any time to enforce any clause of the Framework Agreement and/or Assignment, will in no way affect the rights of that Party to yet demand complete compliance from the other Party. The fact that one Party has resigned itself to a breach of obligation by the other Party does not imply that first-mentioned Party relinquishes its rights ensuing from that obligation.

 

Article 20   Data Protection

To render the Services or to comply with the obligations imposed on the Parties in terms of this Agreement, either Party may need to provide, collect, use, store or process Confidential Information and/or Personal Information of the other Party. Each Party hereby authorizes such collection, use, storage, and processing where the need arises, subject to compliance with the further provisions of Article 20.

Each Party shall comply with its obligations under Data Protection Legislation in respect of Confidential Information and Personal Information processed by it in connection with this Agreement and the Services.

In processing the Personal Information, the Service Provider shall:

  1. only process Personal Information:
  2. to the extent necessary to provide the Services;
  3. in accordance with the specific instructions of Client (save to the extent such instructions infringe the Data Protection Legislation, in which case the Service Provider shall notify Client); or
  4. as required by any regulator or applicable law.

Article 21   Other terms

  1. Parties will not comment or report on the Framework Agreement and/or Assignment in any publication without previously having received permission to this effect from the other Party.
  1. The general terms of delivery and payments, or any other general or special conditions used by Client are not applicable to the Framework Agreement and/or Assignment.
  2. The Agreement constitutes the entire agreement between the Parties relating to its subject matter, and supersedes all other oral or written representations, understandings, or agreements.

 

Article 22 Applicable law and disputes

  1. The Framework Agreement and Assignment are governed by Dutch law.
  1. In principle, disputes regarding the development, explanation and/or carrying out of the Framework Agreement and/or Assignments, will be handled and, if possible, settled by the lawyers of Client and Service Provider.
  1. Any permanent dispute regarding the development, explanation and/or carrying out of the Framework Agreement and/or Assignments, will be handed over to the competent judge in Utrecht.
  1. Disputes must be made known to the Other Party by means of registered post or e-mail to the agreed contact persons in an Assignment.

As agreed, and signed by:

DEBoss B.V. <naam>

S. Onurlubasgil <naam>

Director Director