Framework agreement CodeImpact BV
1. The private company CodeImpact BV is registered with the Chamber of Commerce under number 73872083 and has its registered office at Teggert 140 (6367XR) in Voerendaal, represented by Jan-Jaap Arends, hereinafter referred to as “Client“;
2. [Contractor/Business Form] [Contractor/Company Name], is registered with the Chamber of Commerce under number [Contractor/KVK], legally represented by [Contractor/Contact Person], hereinafter referred to as “Contractor“
The Contractor and the Client hereinafter jointly referred to as: “Parties“
● The Client and the Contractor wish to enter into a framework agreement (hereinafter: the Agreement);
● [Client Contractor] OR [Contractor] has approached Client to perform the activities described below and Contractor is able to perform these activities;
● The Contractor is active in the field of [COMPLETE YOURSELF];
● Parties expressly exclude the applicability of an employment contract within the meaning of Article 7:610 ff of the Dutch Civil Code with regard to this Agreement for services;
● Parties only wish to contract with each other on the basis of a contract for services within the meaning of Article 7:400 ff of the Dutch Civil Code;
● Every single assignment or project that is accepted by the Contractor will come under the scope of this framework agreement.
● Where appropriate, the parties opt for the notional employment of home workers or equivalents as referred to in Articles 2b and 2c of the 1965 Wage Tax Implementation Decree and Articles 1 and 5 of the Decree designating cases in which an employment relationship is regarded as an employment relationship (Decree of 24 December 1986, Stb 1986, 655), and to that end draw up and sign this Agreement before payment is made;
● All specifications relating to the Assignment will be attached as an attachment;
● The parties wish to record in this Agreement the conditions under which the Contractor will perform its work for the Client.
Article 1 – The Agreement
1.The Agreement has been entered into for a definite period of time for the duration of12 months. The agreement commences on [date] and ends on [date] if the agreement has been terminated with due observance of the notice period. If the agreement is not terminated in time, the agreement will always be automatically extended by one year.
2. Any additions to the Agreement are only valid if and insofar as they have been confirmed in writing by both Parties.
3. Early termination is possible with due observance of a notice period of at least one month.
4. This Agreement may be prematurely terminated by either Party by e-mail with immediate effect if:
- A situation of force majeure lasts longer than thirty calendar days.
- The other party applies for a suspension of payments or whether its suspension of payments has been granted.
- The other party applies for bankruptcy or has been declared bankrupt.
- The other party has otherwise wholly or partly lost the free management or free disposal of its assets, regardless of whether that situation is irrevocable.
- The other party’s company has ceased to exist. If any of these grounds for termination occurs or threatens to occur, the Party concerned shall immediately notify the other Party in writing.
5. All post-contractual obligations under these terms and conditions and the Agreement, which by their nature are intended to continue even after termination of the Agreement, will continue to exist after termination. This concerns in any case the provisions regarding confidentiality, intellectual property rights, liability, dispute settlement and choice of law provision.
Article 2 – The Assignment
1. The Contractor will carry out the work entirely at its own discretion on the basis of his/her own personal knowledge and experience, in accordance with the standards, rules and norms applicable to the work. The Contractor declares and guarantees that he/she is competent to carry out the assignment.
2. The tasks and responsibilities of the Contractor are understood to mean:
● [description of tasks and activities of the Contractor]
3. When executing the Assignment, the Contractor must take into account the wishes of the Client as much as possible insofar as these are reasonable and contribute to the proper execution of the Assignment in question. If it appears from the Order that more work is likely to be required, the Contractor must determine this in consultation with the Client.
4. The Contractor is aware of its best efforts obligation and will perform the Agreement to the best of its knowledge and the ability of a Contractor acting with care.
5. The Contractor is entitled to refuse certain work if it does not have the appropriate powers, has not received training, does not have or has insufficient skills and/or has obtained insufficient materials/resources to perform the requested work correctly.
6. If a force majeure situation (temporarily) prevents the execution of the assignment, the Contractor will inform the Client of this as soon as possible, but no later than 48 hours before the start of the Assignment. A force majeure situation releases the Client from its payment obligation for the work performed. The Contractor must resume its activities as soon as possible.
7. All terms set are deadlines. Exceeding this by the Contractor entitles the Client to compensation for the damage it has suffered.
8. If work is to be carried out on the basis of a schedule, the Parties must make joint agreements about this. These agreements are set out in an appendix and attached to this Agreement.
Article 3 – Compensation and payment
1. For the performance of the work, the Contractor receives € [amount] per hour OR per day excluding VAT (unless otherwise agreed) on the basis of at least 8 hours per day. The order is executed for [number] hours in the week/month.
2. The Contractor will only receive compensation for the hours actually worked. The Contractor and the Client will keep a timesheet. If there is any discrepancy between the time registration of the Contractor and the time registration of the Client, the registration of the Client, unless the Contractor proves otherwise, will be leading.
3. The Contractor is not entitled to reimbursement of travel costs, expenses and other additional costs. The fee is deemed to cover all costs. >> do you mean this by “others”?
4. The Contractor must send the invoice including the number of hours worked within the first three calendar days of each month by e-mail to [e-mail address]. In the absence of late and/or incorrect time registration, payment will be made on the basis of the hours registered by the Client during the following month.
5. Client will pay the invoice no later than 14 working days after receipt of the invoice. In the absence of timely payment, the Contractor is not entitled to suspend its activities.
Article 4 – Obligations of the Contractor
1. The Contractor declares and guarantees that it is working as an independent entrepreneur at the time of this Agreement. The risk of any additional assessments under the tax and social insurance legislation lies with the Client.
2. The Contractor declares that it has the necessary expertise to carry out the assignment independently and correctly. In addition, the Contractor has the required level of education, diplomas, certifications and competencies and will observe the care of a good Contractor in the performance of the work.
3. The Contractor has adequate professional and business liability insurance, failing which the Client is entitled to dissolve the Agreement with immediate effect if it appears that the Contractor does not have the required insurance policies. Failing this, the Contractor is jointly and severally liable for all damage suffered by the Client as a result of the Contractor’s work.
4. If the Client gives instructions, the Contractor must follow these if this is important for the correct execution of the assignment, without these instructions being seen as a relationship of authority.
5. The Contractor is obliged to inform the Client about all circumstances that impede the timely or correct execution of the work.
6. In the event of illness, the Contractor must report this to the Client 24 hours before the start of the work, but no later than one hour before the start of the work.
7. If the Contractor knows in advance that it will not be able to perform work on certain days or a certain period, the Contractor must inform the Client of this as soon as possible by e-mail. Further agreements, including a list of replacements selected by the Client, can be made by the Parties, provided that these agreements do not damage the existing and/or current or future Assignments from the Client.
8. In the event of absence, the Contractor must find a (temporary) replacement for the performance of the Assignment in consultation with the Client.
9. The Contractor is responsible for taking care of any insurance to cover illness and incapacity for work.
10. The Contractor has the obligation to adequately protect the computer or laptop that he uses for the execution of the assignment by means of bitlocker or a comparable program.
Article 5 – Obligations of the Client The
Client will provide the Contractor with all necessary information to carry out the assignment, and must send all written documents at the first request of the Contractor if this is necessary for the execution of the assignment. In the absence of timely receipt, the Contractor is entitled to suspend its activities until the requested information has been received by it.
Article 6 – Company resources
The Client will not provide any company resources to the Contractor for the execution of the Assignment.
1. The Client will provide the Contractor with the business resources required for the performance of the Agreement, including [enter business resources], on loan. Damage caused to the provided business resources due to wear and tear or normal use will be repaired by the Client.
2. If damage or loss occurs through intent or gross negligence on the part of the Contractor, the costs for purchasing new business assets will be borne by the Contractor.
3. Upon termination of the Agreement, the Contractor must return the provided business resources to the Client within a reasonable period of time, failing which the Client will pass on the costs of the resources to the Contractor.
Article 7 – Confidentiality
1. The Client and the Contractor undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential and/or the information was not disclosed to the Client by the Contractor during the Agreement and/or was obtained by the Client in some other way.
2. The Contractor will also process all information that has come to its knowledge in the context of this Agreement with the greatest possible care.
3. If the Client is obliged on the basis of a statutory provision or a court decision to (partly) provide the confidential information to the law or competent court or a designated third party and the Client cannot invoke a right of nondisclosure, the Client is not obliged to compensation and does not give the Contractor any ground for dissolution of the Agreement.
4. The transfer or distribution of information to third parties and/or publication of statements, advice or productions provided by the Contractor to third parties requires the written permission of the Client, unless such permission has been expressly agreed in advance. The Contractor will indemnify the Client against all claims by such third parties as a result of reliance on such information that has been distributed without the written permission of the Client.
5. The Client and the Contractor also impose the confidentiality obligation on the third parties to be engaged by them.
Article 8 – Privacy
1. The Client gives the Contractor permission to process any personal data in the context of this Agreement.
2. If the Contractor has access to personal data for the performance of its work, the Client is obliged to conclude a (sub) processor agreement. The Contractor is hereby seen as the (sub) Processor within the meaning of the GDPR.
3. The Contractor has an independent obligation to comply with the legal obligations. The Contractor is obliged to compensate all possible damage that the Contractor may cause during processing.
Article 9 – Suspension and dissolution
1. The Client is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement with immediate effect if the Contractor fails to comply with the obligations under this Agreement or fails to do so on time or if, at the sole discretion of the Contractor, The Client has malfunctioned on the part of the Contractor. If the dissolution is attributable to the Contractor, the Client is entitled to compensation for damage suffered.
2. The Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement immediately and with immediate effect, if:
● The Client does not, not fully or not in a timely manner, fulfill its obligations under the Agreement, after it has been given notice of default by the Contractor;
● If, due to delay on the part of the Client, the Contractor can no longer be expected to fulfill the Agreement under the originally agreed conditions, the Contractor is entitled to dissolve the Agreement.
● If circumstances arise of such a nature that fulfillment of the Agreement in its current form cannot reasonably be expected of the Contractor.
Article 10 – Transfer of intellectual property rights of the Contractor
All works made by the Contractor, including but not limited to drawings, sketches, ideas, designs, etc. which have been created for the benefit of the collaboration with the Client, are hereby exclusively transferred to the Client. The Contractor hereby transfers its intellectual property rights, and in particular the copyrights resting on these documents, to the Client for the exercise of the Client’s commercialization and exploitation rights.
Article 11 – Intellectual property rights
1. All intellectual property rights and copyrights of the Client, including but not limited to all designs, models, reports and advice, are vested exclusively in the Client and will not be transferred to the Contractor, insofar as these are not already held by third parties. unless expressly agreed otherwise.
2. The Contractor is prohibited from disclosing and/or multiplying, modifying or making available to third parties (including use for commercial purposes) all documents and software on which the intellectual property rights and copyrights of the Client or third parties rest, without explicit prior written consent of the Client. If the Contractor wishes to make changes to items delivered by the Client, the Client must explicitly agree to the intended changes.
3. The Contractor is prohibited from using the items and documents on which the Client’s intellectual property rights rest other than as agreed in the Agreement.
4. The parties will inform each other and take joint measures if an infringement of intellectual property rights occurs.
5. In the event that a dispute arises between the Contractor and the Client regarding the intellectual property rights, the Client is presumed to be the rightful claimant, subject to proof to the contrary by the Contractor.
6. In the event of an infringement by the Contractor, the Contractor will owe the Client an immediately due and payable fine of €7,500, plus a fine of €500,- for each day that the infringement continues, up to a maximum of €5,000. – euros. The Client is entitled to claim additional compensation if the damage exceeds the penalty amount.
Article 12 – Liability
1. The Contractor is liable and obliged to compensate all damage, if and insofar as this has arisen as a result of the execution of the Assignment and is due to the (reckless) act or omission of the Contractor and/or its engaged third.
2. The Contractor is liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, lost savings, damage due to business interruption, damage due to loss of data, damage due to delay and damage to interest of the Client.
3. In the event of an attributable shortcoming on the part of the Contractor, the Contractor is obliged to pay compensation for all damage resulting therefrom.
4. The Client does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of the Client, nor for the timely receipt thereof.
Article 13 – Indemnification and correctness of information
1. The Contractor is itself responsible for the correctness, reliability and completeness of all data, information, documents and/or documents that it provides to the Client in the context of an Assignment. The Contractor is also responsible for this if this data comes from third parties.
2. The Contractor indemnifies the Client against any liability as a result of non-compliance or late fulfillment of the obligations from the previous paragraph.
3. If the Contractor provides electronic files, software or information carriers to the Client, the Contractor guarantees that these are free of viruses and defects.
4. The Contractor also indemnifies the Client against all damage, fines, (order under) penalty, claims and other government measures.
Article 14 – Non-Exclusivity
The Contractor is free to accept and perform other assignments, whether or not of the same nature or not, during and after this Agreement, as long as these other assignment(s) fulfill the performance of this Agreement and the assignments covered by it. / not hinder projects.
Article 15 – Relationship clause
1. During and up to and including 12 months after termination of this Agreement, the Contractor is prohibited from approaching clients and relations of the Client, regardless of the location of these clients and relations, in any way whatsoever, either personally or directly or indirectly and with the help of others for the provision of goods and/or products and/or services that by their nature correspond to the services and/or products and/or goods offered and/or delivered by the Client.
2. ‘Relationship’ is understood to mean the legal subject with whom the Client conducts economic transactions, or has maintained during the last two years prior to the date on which the employment contract ended (in the context of which a statement or invoice sent by the Client to that relation as proof is accepted), or (which can be reasonably foreseen) will be maintained within the foreseeable future after the termination of the assignment agreement (in the context of which correspondence sent to that potential customer is accepted as proof).
3. In the event of a violation of the foregoing, the Contractor forfeits a fixed fine of € 5,000, immediately due and payable, without prior summons or notice of default being required, plus an amount of € 500 per day for each day that the violation continues, without prejudice to the right of the Client to claim compliance with the non-solicitation clause or compensation instead of the fixed fine.
Article 16 – General Terms and Conditions
No general terms and conditions apply to this Agreement.
Article 17 – Final Provisions
1. This Agreement supersedes all previous agreements and understandings entered into by the Parties and having an equivalent subject matter.
2. The rights and obligations of the Contractor arising from this Agreement may under no circumstances be transferred.
3. If one of the clauses of this Agreement is partially or wholly null and void, all other provisions shall nevertheless continue to apply, unless the provisions of Section 3:41 of the Dutch Civil Code with regard to indissolubility apply. A possibly void clause will be amended in accordance with the provisions of Section 3:42 of the Dutch Civil Code. The parties undertake to replace the void clause by mutual agreement with a clause that comes as close as possible to the economic intention of the voided clause.
4. The fact that one of the Parties fails to demand strict compliance with one of the contractual obligations should not be understood as the tacit waiver of the contractual rights that this Party has under the present Agreement and does not prevent the latter from subsequently to demand strict compliance with the relevant provisions or other provisions of this Agreement.
Article 18 – Disputes
1. This Agreement is governed by Dutch law.
2. If the Parties are unable to reach a joint solution after a dispute has arisen, the dispute will be settled by the competent Dutch court of the District Court of Limburg (location Maastricht, the Netherlands) unless mandatory provisions designate another competent court.
Thus agreed and signed in duplicate:
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|Jan-Jaap Arends CodeImpact BV Place: Date:||[Contractor/Contact person] [Contractor/Company name] Place: Date:|
Appendix: processing agreement
Appendix: project specification
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