Registration form related SNA certificate NEN

Transcription

1 Registration form related SNA certificate NEN Contact information Name of the company Address Zip code and town/city Who is the contact within your company? Mr. Mss./Mrs. Telephone number Registration for VAT under number Registration for wage tax and social security contribution under number 2. Corporate information Dutch Chamber of Commerce number Nature of business temporary employment agency franchisor / franchisees (sub) contractor agent cleaning company Other, namely: In which sector is your company active in the Netherlands? Number of subsidiary establishment State your number of employees in fte Do you have an authorized representatieve who represents you at the Netherlands Tax Administration? No Yes, please state the following information Name (company) Name contact Address Postcode and town/city Telephone no 3. (Former) inspection information Yes No Does the company (or a related company of the registered company) has a former relation with CLIB? Has there already been payment for VAT and wage tax and social security contribution? Does the company wish to be certified with SNA certificate NEN ? Is the registered company enlisted at SNA? Has the registered company already been certified with SNA certificate NEN ? If yes, please state the name of the inspection body. The undersigned declares that the details have been provided truthfully and in full. Name Signature Position Date Please attach the following documents when sending registration form A signed agreement A recent copy of the registration with the Chamber of Commerce (< 3 months) Payments of VAT and wage tax and social security contribution of current and previous year The final two inspection reports of former inspection body (if applicable) The agreement to provide services related to SNA certificate NEN will be realised after receivement of the signed agreement and the agreement of CLIB. Please sent the documents to info@clib.eu. AF-001 versie 1.0 1/12

2 Agreement of provided services related to SNA certificate NEN , July 2014 version The undersigned: a. and established, lawfully represented by, hereinafter referred: Client, b. Crossborder Labour Inspection Body, established at Barendrecht, lawfully represented by Mr. J. Kruijd, hereinafter referred: CLIB, TAKING INTO ACCOUNT: A. that CLIB an accredited inspection body is; B. that Client wish to provide CLIB an audit assignment related to SNA certificate NEN , SNA agreed rules and standards, and managing and maintaining of SNA certificate NEN ; C. that CLIB wish to accept this assignment; HAVE AGREED THAT: 1. The audit assignment of the Client will be executed by CLIB. The audit concerns obtaining the SNA certificate. During the audit CLIB will assess a framework of standards of the SNA certificate related to NEN rules and standards. When SNA certificate is obtained of CLIB, CLIB will periodically execute audits in the framework of managing and maintaining the SNA certificate. 2. General terms and Conditions, July 2014 version, are applicable on this agreement to provide services. By signing this agreement the Client accept the General terms and Conditions, July 2014 version, of CLIB and explicity recognises the content of the General terms and Conditions, July 2014 version, are known. The General terms and Conditions, July 2014 version, contains a limitation of liability and a choice of forum. The General terms and Conditions, July 2014 version, are admitted as attachment 1 with this agreement and can also be consulted on the website of CLIB In case of conflict between the agreement of provided services and General terms and Conditions, July 2014 version, the agreement of provided services shall prevail. Terms beginning with a capital letter have the following meaning in the General terms and Conditions, July 2014 version. 3. The work shall be executed by CLIB conform the attached rate list 2014 (version 1.0). Rate list is attached in attachment II. 4 During the implementation of the Audit CLIB is bound by the rules and standards according to the SNA mark, the NEN standards and the rules arising from the Accreditation. Client is deemed to be familiar with these rules and standards. The rules and standards can also be found on the following website CLIB: eu.. In the event of any conflict between this Agreement and the rules and standards that will apply to the SNA mark, the NEN standard and the Accreditation, the provisions of the Agreement prevail, unless CLIB OV-002 versie 1.0 2/12

3 under the rules or standards that will apply to SNA-logo and / or NEN standard and / or the Accreditation must not deviate from the relevant provision. 5. With regard to the rules that will apply to the SNA mark they include highlighted the following: In these rules, the applicable inspection frequency of full and abbreviated inspections are included. On the basis of these rules CLIB may be obliged to perform additional inspections. Additional inspections will be charged by CLIB by using the rate specified in the Price List (day) of additional inspection to Client Client must register for the SNA mark before CLIB can start with the Audit itself. During the Audit by CLIB detected nonconformities may give rise to administrative inspections, frequency increases and suspension or termination of the obtained SNA mark by Client. 6 Client is obliged to provide all necessary information to CLIB in the context of the Assignment and to fully cooperate. Under all necessary information is also considered the information which the Client may know or suspect CLIB to need, displaying a correct impression of the Client and to the Agreement with the Client, before (possibly) entering into the Agreement with Client. 7 The Agreement is formed after CLIB has agreed to the completed, signed and returned registration form and the Agreement by the Client, and CLIB has sent a copy of the Agreement signed by both parties to Client. CLIB will endeavor to let Client know whether it wishes to enter into the Agreement with the Client within 14 days of receiving the documents specified in the preceding sentence. This Agreement shall be regarded as an longterm agreement of indefinite duration and can be terminated by either party with a notice period of 3 months. 8 Unless otherwise expressly agreed in writing, CLIB will only proceed to carry out the work, after receiving Payment of the invoice, as well as other outstanding invoices. CLIB will submit the bill in principle within 14 days to the Client after the signing of the Agreement by both parties. So agreed, prepared in duplicate and signed, Client Crossborder Labour Inspection Body Signature Name Function Date and place J. Kruijd Director OV-002 versie 1.0 3/12

4 ATTACHMENT I - General terms and Conditions, July 2014 version Article 1 Definitions The following capitalised terms have the following definitions in the context of these General Conditions. Accreditation: recognition of a Conformity Assessment Body by the RvA. Audit: independent and objective assessment by a Conformity Assessment Body for the purposes of obtaining a Certificate or other qualification, or the management and updating thereof, in the context of the Assignment. Certificate or other qualification: the certificate or other statement issued in response to an Audit confirming that the subject of an investigation (e.g. an organisation, a process or a product) satisfies a certain standards framework. Conformity Assessment Body: organisation that assesses whether the subject of an investigation, such as an organisation, process or product, satisfies a certain standards framework, usually resulting in a certificate and/or report. Assignment: the assignment from the Client to CLIB to perform certain work, other than pursuant to a contract of employment. Client: the party that gives an Assignment to CLIB to perform work, or to which CLIB makes an offer to perform work. Contract: the agreement to perform the Assignment. RvA: the Dutch Accreditation Council. List of Charges: the list of charges for performing an Audit updated annually by CLIB. CLIB: Stichting Crossborder Labour Inspection Body. Laws and Regulations: all applicable laws and regulations, all rules and standards that apply to the Certificate or other qualification in question, all rules and standards that apply to the Accreditation and all professional codes of conduct by which CLIB deems itself bound. A definition in the singular includes the plural, and vice versa. Article 2 Scope 2.1 These General Terms and Conditions (the General Conditions ) apply to any offer made by CLIB and any Contract entered into between the Client and CLIB, to the exclusion of the Client's general purchase conditions or other conditions. In the event of any discrepancy between the Contract and the General Conditions, the provisions of the Contract shall take precedence. 2.2 The terms of the General Conditions may only be excluded if this has been explicitly agreed in writing between the Parties. AV-003 versie 1.0 4/12

5 2.3 In the performance of an Audit, CLIB is bound by the rules and standards applying to the Certificate or other qualification, as well as the rules and standards applying to the Accreditation. Such rules and standards may also apply to the Client. Article 3 Offer All offers by CLIB are without obligation, may be withdrawn at any time before an Assignment has been granted and are only valid for thirty days, unless the offer specifies otherwise. Article 4 Binding nature of an Assignment 4.1 An Assignment becomes binding once the Contract is signed by both Parties or by virtue of the actual performance of the Assignment by CLIB. 4.2 In accordance with the Wwft (Prevention of Money Laundering and Financing of Terrorism Act), CLIB must verify the identity of potential Clients before starting work on an Assignment. CLIB will verify the information provided by a potential Client on the basis of documents, data and information from various sources, e.g. the Commercial Register of the Netherlands Chamber of Commerce and, for entities incorporated under foreign law, on the basis of information from independent professional service providers. CLIB may require that a Client cooperate in the process of verifying its identity. The assessment as to whether the identification and verification has been performed in accordance with the law is reserved to CLIB. Article 5 Client's obligations 5.1 The Client must supply all information, data and documents required by CLIB for the issue of an offer, the potential acceptance of an Assignment, and the accurate and timely performance of an Assignment, on time, and in the form and manner as required by CLIB. CLIB is not deemed to possess information from other Assignments that it is performing, or has performed, for the Client. The Client will permit CLIB such access to its premises, buildings and/or projects as is necessary for the performance of an Assignment and will ensure that all formalities necessary for such purposes are complied with. 5.2 The Client guarantees that the information supplied to CLIB is accurate, complete and reliable, even if it originates from or is transmitted through a third party. The Client will provide this guarantee in writing on request in the form of a letter of representation. The Client is liable for complying with the rules and standards arising from or in connection with the Certificate or other qualification. 5.3 The Client is liable to and indemnifies CLIB for any costs or losses resulting from a breach of the obligations set out in Article 5.1 and The Client will immediately notify CLIB in writing of any changes to the name of the enterprise, and the ownership shares, legal structure, and control shares within the Client s group, as well as any merger, application for a moratorium or insolvency order, the grant of a moratorium or insolvency order, an end of business operations, and all other circumstances that could be relevant to the performance of an Assignment. AV-003 versie 1.0 5/12

6 Article 6 Performance of the Assignment 6.1 General All work to be performed by CLIB under the Assignment will be performed by CLIB to the best of its ability in accordance with the relevant duty of care. CLIB is entitled to engage third parties for the performance of the Assignment CLIB will determine the way in which and by whom the Assignment is to be performed and take into account such requirements as have been specified by the Client if and insofar as it is possible and permissible to do so CLIB is entitled at all times to perform additional work in connection with the Assignment and the management and updating of the Certificate or other qualification if this has been assigned or requested, or if CLIB deems this necessary due to rules and standards applying to the Certificate or other qualification. CLIB is entitled to charge the Client for the costs of such additional work at the rates set out in the List of Charges Book 7, Articles 404 and 407, section 2, of the Dutch Civil Code are hereby excluded. 6.2 Audits CLIB will make an appointment with the Client in good time for the performance of the Assignment and confirm this appointment in writing. CLIB will decide the date of the Audit, having regard to the Client s interests if possible. If the Client does not confirm the appointment within the specified term, CLIB is entitled to charge administration costs On request, the Client will provide CLIB with an adequate workstation (incl. internet connection) in good time that satisfies the requirements of Dutch employment legislation. If the Client fails to meet these obligations in time or at all, such that the Assignment cannot be performed correctly, on time, or at all, then any (additional) costs and compensation for loss are payable by the Client. Article 7 Force majeure 7.1 Any breach in the performance of the Assignment that cannot be blamed upon either Party, and is not otherwise attributable to either Party by virtue of any law, juridical act, or commonly-accepted principle, gives rise to force majeure. 7.2 Force majeure on the part of CLIB includes strikes - whether organised or not - lock-outs, civil unrest, disturbances, revolts, government measures and measures taken by other competent authorities, accidents, illness (if no replacement can reasonably be found), extreme weather conditions, extreme traffic conditions and other impediments beyond the control of CLIB. Article 8 Confidentiality and Personal Data Protection Act (Wbp) 8.1 The Parties will not disclose any information of which they learn in the performance of an Assignment and which they know, or ought reasonably to suspect, is of a confidential nature, except insofar as disclosure is made mandatory by virtue of Laws and Regulations or a court order. 8.2 CLIB will process personal data in accordance with the provisions of the Personal Data Protection Act. AV-003 versie 1.0 6/12

7 8.3 Unless (i) Laws and Regulations require CLIB to make disclosure, or (ii) CLIB or persons connected with, employed by or working for, CLIB acts in an independent capacity on its own behalf, or as a party in disciplinary, civil, administrative, or criminal proceedings in which such information may be important, CLIB and the persons deployed by CLIB will not publish this confidential information or personal data or supply it to any third party other than one referred to in Article The Client acknowledges that for the purposes of: (i) drawing up and performance of an Assignment; (ii) compliance with CLIB s obligations under Laws and Regulations; (iii) risk management and quality control; and (iv) internal business purposes; CLIB will process confidential information and personal data relating to the Client, and/or persons employed by or working for, or connected with, the Client, and relating to the clients of the Client or third parties, including the sharing of this information with: a. group companies of CLIB; and b. where necessary, parties engaged in the performance of the Assignment; and c. the relevant third party on the basis of Laws and Regulations; and d. the insurers, or legal or financial advisers, of CLIB, individually. CLIB is entitled to use information in anonymised form, such that it is not traceable to the Client or third parties, for statistical purposes. 8.5 The Parties shall impose their obligations under this article on all employees and third parties they engage. 8.6 CLIB is entitled to disclose the name of the Client and to disclose in outline the work it is performing, to its other clients and potential clients as evidence of its experience. 8.7 If a Contract is terminated by virtue of a change to a different Conformity Assessment Body, CLIB will, by virtue of the Laws and Regulations, provide certain information to such other Conformity Assessment Body. Article 9 Intellectual property 9.1 CLIB expressly reserves all intellectual property rights relating to products of the mind used or developed at any time by CLIB in the context of the performance of an Assignment, and with regard to which CLIB has, or can establish, copyright or other intellectual property rights. 9.2 The Client is expressly prohibited from copying, disclosing or exploiting the said products, including, inter alia, analyses, data, recommendations, reports, models, procedures, technologies, publications and computer programs, in the widest interpretation of the words, with or without the engagement of third parties, without the prior written consent of CLIB. The Client is entitled to copy written documents for its own internal use, insofar as this is for the purposes of the Assignment. If the Assignment is terminated before completion, the above applies by analogy. 9.3 If the Client breaches the provisions of Article 9.2, it will be liable to pay CLIB an immediate penalty of 25,000, without prejudice to CLIB s right to full compensation. 9.4 Without written consent, the Client is not entitled to use visual materials - including logos and images - belonging or relating to CLIB, in whatsoever way. Where CLIB has given written consent for such purpose, a right of use is valid for as long as permitted by CLIB and there is a continuing Contract between the Parties. The Client will immediately remove, without the need for formal notice, the AV-003 versie 1.0 7/12

8 visual materials as soon as CLIB revokes any consent and/or the Contract between the Parties is terminated. 9.5 The Client must comply with the Laws and Regulations governing the use of logos, quality marks, etc. If CLIB discovers a breach, then it may be required under these rules to notify the relevant owner of the logo, quality mark, etc. Article 10 Fees and costs 10.1 General The applicable rates will be specified in the Contract or the List of Charges. The part-day rates for the work to be carried out by CLIB and the frequency of the Audit will be decided each year, having regard to the Laws and Regulations. CLIB will notify the Client in good time of any change to the rates. CLIB is in any event entitled to increase its rates each year in line with the price index for services commercial services and transport - calculated by Statistics Netherlands If during the term of the Contract factors arise that affect the rates, such as increases in wages or prices, whether or not as a result of the Laws and Regulations, CLIB is entitled to apply an interim increase in its rates accordingly. All fees and other expenses specified in the Contract are net of turnover tax and other government duties imposed at any time, and will be passed on to the Client by CLIB Audits If the Audit is cancelled or rescheduled by the Client, and this creates additional work, then CLIB is entitled to charge the following costs to the Client: a cancellation or rescheduling up to 4 weeks before the contractual Audit date: 25% of the applicable fee; a cancellation or rescheduling between 4 and 2 weeks before the contractual Audit date: 50% of the agreed fee; a cancellation or rescheduling less than 2 weeks before the contractual Audit date: 75% of the agreed fee If the Audit is to be performed abroad, and the skill level of the Client s employees in spoken and written English and/or Dutch is inadequate, the Client must make available at its own expense a Dutch or English-speaking interpreter during the Audit. In addition, insofar as deemed necessary by CLIB, the Client must provide translations of information and documents into the English and/or Dutch languages at its own expense. Article 11 Payment and security 11.1 Payment must be made within 30 days of the invoice date without any deduction, discount or set-off. Unless agreed otherwise in writing, all sums are invoiced in advance. Payment must be made in the currency specified in the invoice, through transfer to a bank account specified by CLIB. Objections to the amounts invoiced do not suspend the Client's obligation to pay If the Client does not pay within the term specified in Article 11.1, it will automatically be in default without any demand or notice of default being required. In such a case, CLIB will be entitled to charge the Client the statutory commercial interest pursuant to Book 6, Article 119a of the Dutch Civil Code AV-003 versie 1.0 8/12

9 on the outstanding amount, from the payment date of the invoice to the date of payment in full. In such a case, CLIB will be entitled to charge reasonable enforcement costs. Failure to pay may, by virtue of the Laws and Regulations, result in immediate suspension of work or the revocation of the Certificate or other qualification. CLIB is entitled to first set off payment of later invoices against outstanding invoices and the statutory interest thereon All judicial and extrajudicial costs incurred by CLIB in connection with the Client's failure to comply with its obligations are payable by the Client When the Client and CLIB first enter into a Contract for an audit, or if Laws and Regulations assume that a new Contract is entered into, then as an exception to the provisions of Article 11.1 the invoice must be paid in full before any further agreement will be confirmed If in the opinion of CLIB the financial position and/or the payment record of the Client so justifies, CLIB is entitled to require that the Client immediately provides security, or additional security, in such form as CLIB shall prescribe, and/or make an advanced payment. If the Client fails to produce the required security or make the advanced payment, CLIB is entitled to immediately suspend further performance of the Assignment, without prejudice to its other rights, and all sums owed by the Client to CLIB shall become immediately due and payable. Article 12 Complaints and objections 12.1 A complaint or objection relating to the Assignment and/or the sum invoiced must be made to CLIB in writing, setting out the grounds, within 30 days of the postage date of the documents or information about which the Client makes a complaint or objection, or within 30 days of the defect, error or breach coming to light if the Client proves it could not reasonably have discovered such defect, error or breach earlier, failing which the right to complain or object is lost. CLIB may prescribe a format to be used for the submission of a complaint or objection. CLIB will respond to the complaint or objection within 30 days of receipt The Client may not suspend payment in connection with a complaint or objection within the meaning of Article If a complaint or objection is justified, and made in time, the Client may choose either to change the amount invoiced, to have the work corrected free of charge, or to have the disputed work repeated, or to require all or part of the Assignment not to be performed, or not further performed, in return for repayment of the relevant proportion of the fees already paid by the Client The provisions of Articles 12.1 to 12.3 do not affect the Client s options with regard to making a complaint, objection, or appeal against CLIB or any third parties on the basis of Laws and Regulations. Article 13 Liability 13.1 CLIB is liable, except in the event of force majeure, only for direct loss suffered by the Client that is directly connected with the failure to perform the Assignment properly, on time, or at all. CLIB s total liability under the Contract is limited to a sum not exceeding three times the amount of the fee that the Client owes to CLIB under the Contract. If the Contract is for a term of more than twelve months, CLIB total liability under the Contract is limited to three times the amount of the fee that the Client owed to CLIB during a period of twelve months preceding the date of the liability claim. AV-003 versie 1.0 9/12

10 13.2 CLIB is not liable for consequential and/or indirect loss, including, but not limited to, commercial loss, penalties, subsequent levies, sanctions, other third-party claims and loss of profits or income Any claim by the Client against CLIB lapses after 12 months from the date on which the loss arose The Client indemnifies CLIB against third-party claims for any loss, including future loss, whether justified or not, direct or indirect, material or immaterial, resulting from or in connection with the Contract, and penalties, levies, subsequent levies and sanctions, whether or not imposed by a public body. Article 14 Termination 14.1 A Contract for a one-off service, or a Contract deemed to be a term contract for a fixed term, cannot be terminated A Contract deemed to be a term contract for an indefinite term may be terminated by either party subject to a notice period of three months. If the Contract relates to a specific Certificate or other qualification for which a longer contract term is normally agreed, then termination is subject to a notice period of three months given before the end of that longer term. Notice of termination must be sent by registered post If CLIB gives notice to terminate a Contract, it will assist in the transfer of the work to a third party, unless the reasons underlying the notice of termination are attributable to the Client In the case of a term contract for an indefinite term, for each periodic action relating to management and updates, CLIB may re-assess whether the Client and/or the performance of the Contract is acceptable to CLIB. If CLIB judges this not to be the case, it is entitled to terminate the Contract with immediate effect, without being required to justify this Contrary to the provisions of Articles 14.1 and 14.2, CLIB is entitled to terminate the Contract withimmediate effect if it emerges that the Client has supplied it with inaccurate or incomplete information that is of essential importance to the services Either Party may terminate all or part of a Contract with immediate effect by written notice, without the need to serve notice of default or to obtain a court order, if the other party is granted a provisional or definitive moratorium, if it is declared insolvent, or if its business is liquidated or terminated Either Party may terminate a Contract if the other Party remains in breach of its obligations having been served with a notice of default specifying a reasonable further period to comply, and such period has expired without compliance. Notice of default is not required in respect of compliance with a deadline or if it can be inferred from communications that the other Party will be in breach of its obligations. If a Party is in attributable breach of its obligations to the other party, then it is liable to the other Party for the loss suffered by the other Party, including future loss, having regard to the other provisions of these General Conditions. Notice of termination must be sent by registered post If on the basis of information CLIB decides that there is, or could be, an undesirable situation, such as bogus constructions, the avoidance of rules, or a threat to the independence of CLIB, then CLIB is entitled to immediately cease negotiations for, or terminate, the Contract. AV-003 versie /12

11 Article 15 Supplying information by Unless the Parties have agreed otherwise, communications between them with regard to an Assignment and its performance, including attachments/enclosures, may be sent by . communication is governed by the following terms and conditions: a. the use of this means of communication is intended solely for the exchange of information and not for the exchange of statements of intent, unless the Parties expressly agree otherwise; b. a communication sent by this means is deemed to have been received by the addressee, unless an e- mail received from an internet service provider indicates otherwise; c. if there is any doubt as to the accuracy or completeness of an message, the content of the message sent by the sender shall constitute proof of such content in the absence of any proof to the contrary from the recipient CLIB has the option to conduct communications via a digital platform The Parties acknowledge that there are risks attached to the use of electronic mail and a digital platform, such as distortion, delay, interception, manipulation, and viruses. The Parties confirm that neither is liable to the other for loss arising from such risks. The Parties shall take such steps, and refrain from such steps, as may be reasonably expected of them to prevent such risks occurring. Article 16 Publication and amendments 16.1 CLIB s General Conditions have been filed with the Chamber of Commerce in Rotterdam under number and have been published on CLIB S website ( a copy will be made available to the Client on request. CLIB is entitled to amend the General Conditions unilaterally if it considers this necessary. CLIB will notify the Client of such amendment. If the Client does not agree to the amendment, CLIB is entitled to terminate the Contract subject to a reasonable notice period. Article 17 Final provisions 17.1 If and insofar as it emerges that any provision of the General Conditions is void or voidable, the Parties will replace such provision with a provision that is as close as possible to it in content, purpose and scope. A provision that is void or voidable will not cause the other provisions of the General Conditions to be void or voidable, which shall remain fully enforceable All Assignments, contracts and negotiations between the Parties are governed by Dutch law Any dispute connected with an Assignment and negotiations relating thereto may only be brought in first instance before the competent Court of Rotterdam The Dutch version of the General Conditions prevails over any translation hereof. AV-003 versie /12

12 ATTACHMENT II - Rates related SNA certificate NEN (rates are exclusive VAT) Full audit (in order to manage and maintain SNA certificate) Short audit (in order to manage and maintain SNA certificate) 2.650,00 1) 662,50 1) Travel and accommodation costs are extra and will be invoiced afterwards Additional audits related NEN Additional audit 662,50 per part of the day Additional services Name audit Kind of audit Rate 2) FCB Audit related NEN ,00 PVI cao audit 570,00 2) Rates are based on an audit without any delay. Rate of a full audit is based on a working day of 8 hours, traveling time to location abroad and short audit location in the Netherlands. Short audit concerns a part of day which can be in the morning or in the afternoon. Administrative processing of major non confirmations are billed 145 an hour. If necessary, an additional full or short audit abroad or in the Netherlands might be executed. This will be billed accordingly. TL-004 versie /12