Purpose of the Services

Article 1 – Definitions

1. Contractor: SG SOLUTIONS bv, located at Mr. F.J. Haarmanweg 25, 4538 AN Terneuzen, The Netherlands, registered with the Chamber of Commerce under number 56289154.
2. Client: any natural or legal person who enters into an agreement with the Contractor.
3. Agreement: every agreement between the Contractor and the Client regarding administrative services, employment mediation, and advisory services. 
4. Services: all services provided by the Contractor, including but not limited to: administrative support, payroll administration, and employment mediation. 
5. Candidate: a natural person mediated by the Contractor. 

Article 2 – Applicability

1. These general terms and conditions apply to all offers, quotes, agreements, and activities of the Contractor.
2. Deviations from these terms are only valid if agreed upon in writing.
3. Any general terms and conditions of the Client are explicitly rejected.

Article 3 – Conclusion of the Agreement

1. All quotes are non-binding, unless stated otherwise.
2. An agreement is concluded after written confirmation by the Contractor or as soon as performance has commenced. 

Article 4 – Execution of the Services

1. The Contractor executes the work to the best of its knowledge and ability, and in accordance with the requirements of good craftsmanship.
2. The Contractor has an obligation of best efforts, unless an obligation of result has been explicitly agreed upon in writing.
3. The Client shall provide all information necessary for a correct execution in a timely manner. 

Article 5 – Administrative Services

1. Administrative work includes financial administration, payroll administration, personnel files, and other supporting tasks.
2. The Client remains responsible at all times for the accuracy and completeness of the data provided.

Article 6 – Employment Mediation

1. Employment mediation is performed in accordance with the Placement of Workers by Intermediaries Act (WAADI).
2. The Contractor mediates candidates based on the job requirements provided by the Client.
3. The Contractor cannot guarantee the suitability or performance of a candidate.
4. The Client is not permitted to hire a candidate proposed by the Contractor directly without prior written consent, unless alternative conditions have been agreed upon. 

Article 7 – Payroll and Personnel Administration

1. The Contractor performs payroll and personnel administration tasks on behalf of the Client, including but not limited to:
   • payroll processing;
   • preparing and processing payslips;
   • wage tax and social security contribution declarations;
   • processing employment contracts and mutations;
   • managing personnel files;
   • administrative support for sickness absence and leave. 
2. The employees to whom the services relate are and remain solely employed by the Client. The Contractor never acts as the legal or factual employer. 
3. The Client remains fully responsible for:
   • the correct application of employment legislation;
   • compliance with collective labor agreements (CAOs);
   • working conditions, direction, and supervision;
   • the content and legal validity of employment contracts.
4. The Contractor acts solely on the basis of data provided and/or approved by the Client. The Client guarantees its accuracy, completeness, and timeliness. 
5. Any liability of the Contractor is limited to errors in the administrative processing, excluding labor law, tax, or social security claims resulting from decisions made by the Client. 
6. The Client indemnifies the Contractor against claims from employees, government bodies, or third parties resulting from the Client’s employer status. 

Article 8 – Fees and Payment

1. All rates are exclusive of VAT and other government levies.
2. Invoices must be paid within 14 days of the invoice date, unless agreed otherwise.
3. In the event of late payment, the Client is legally in default and statutory (commercial) interest is due.
4. Collection costs shall be borne by the Client. 

Article 9 – Liability

1. The Contractor’s liability is limited to the amount paid out by the liability insurance in the respective case.
2. The Contractor is not liable for indirect damages, including consequential damage, loss of profit, or missed savings. 

Article 10 – Force Majeure

1. Force majeure includes any circumstance beyond the Contractor’s control that reasonably prevents compliance.

Article 11 – Confidentiality and Privacy

1. The parties commit to the confidentiality of confidential information.
2. Personal data is processed in accordance with the General Data Protection Regulation (GDPR). 

Article 12 – Duration and Termination

1. Agreements for an indefinite period can be terminated in writing with a notice period of one month, unless agreed otherwise.
2. The Contractor is entitled to terminate the agreement immediately in the event of a breach of contract. 

Article 13 – Applicable Law and Disputes

1. Dutch law applies to all agreements.
2. Disputes will be submitted to the competent court in the district where the Contractor is established. 

Article 14 – Final Provisions

1. If any provision is null or voidable, the remaining provisions remain fully effective.
2. These general terms and conditions were last modified on 01.01.2026.