Nothing in this publication may be reproduced and / or made public without the prior written consent of Flexia Agency b.v.
Please note that these General Terms and Conditions are translated form the original copy in Dutch. Any typing mistakes or points lost in translation are not valid.
The original general terms and conditions are deposited at the chamber of commerce in Curacao.

© Flexia Agency b.v.

Introduction to and explanation of the General Terms and Conditions

General
The General Terms and Conditions of Flexia Agency apply to the recruitment, selection and staffing(and related services) unless otherwise agreed or confirmed.
There is between Principal and Flexia Agency a assignment agreement to which these terms and conditions apply. The most important topics from the general terms and conditions are briefly explained below.

Recruiting and Selecting
The recruitment and / or selection can be based on staffing or on the direct appointment of the candidate with your organization. This depends on your wishes.

In both cases, Flexia Agency will endeavor to find a suitable candidate for you, which will work for you for the agreed period. In this context, Flexia Agency will do its utmost to honor the wishes of its Principals, such as those regarding training, skills and availability. However, the labor market is too fluctuant to guarantee complete fulfillment. In addition, Flexia Agency is dependent on the Principals, the nature of the job and the wishes of the candidate. The Principal decides whether to employ a candidate nominated by Flexia Agency on a temporary staffing basis, secondment basis or a fixed appointment in its organisation.

If Flexia Agency’s recruitment and / or selection efforts lead to an employment relationship between the Principal and the candidate, the Principal will then pay a one-off fee.

When staffing / secondment, the rate for recruitment and / or selection is included in the hourly rate. If Flexia Agency wants to recoup its investments in recruitment, selection and binding of employees, it is then necessary that the employee can be made available to you for some time. Therefore, there is a minimum time limit before the Principal can hire an in-house employee itself. If the Principal wants to hire the employee prior to reaching the minimum time limit, then he can. The Principal will then be charged a fee.

Staffing and Secondment
Triangle ratio
The content of these terms and conditions is largely based on the special nature of the employment relationship, which, for example, differs significantly from the delivery of goods or the acceptance of work. These employment relationships involve three parties: the principal, the employee and the employment agency. For a good understanding of the relationship between all parties involved and the how and why of these terms and conditions, the following is important.

A temporary employment contract exists between the employee and Flexia Agency. This is a special employment agreement, whereby the employee is offered by Flexia Agency to undertake work under guidance and supervision of the Principal. The employee is thus formally employed by Flexia Agency. The employee is employed on the basis of a temporary employment contract with a staffing agreement, an employment contract for a certain or indefinite period. As long as the staffing agreement is applicable, the employment contract ends when you terminate contract (or in case of sick leave). If the employee is employed on the basis of a temporary employment contract, either with or without a termination date, the end of the posting does not automatically mean the termination of the agreement between the employee and Flexia Agency. Generally speaking, it is referred to as ‘secondment’.

In the general terms and condition, you will not find this term. It is affiliated with the legal terminology (“employment contract”, “posting”). The legal status of the employee is governed by Book 7A of the Civil Code of the Kingdom of Curaçao. Between the Principal and Flexia Agency there is an assignment agreement on the bases of which an employee is made available to the Principal. There is no (labor) agreement between the employee and the Principal. However, the employee is actually working for the Principal. It is the principal’s responsibility to provide the necessary daily guidance and supervision of the performed work.

Exercise of guidance and supervision / liability
Each employment agency is subject to a number of (legal) obligations, which result from the formal employers’ role, dependent of the Principal. Consider for example the termination of the posting ‘at the request of the Principal’, compliance with the rules regarding working hours, providing information about the function and your remuneration scheme and providing a so called ‘Arbodocument’ to the employee. Flexia Agency must be able to count on the Principals cooperation as necessary.

As mentioned above, guidance and supervision of the (execution of) work by the employee is the principal’s responsibility. Flexia Agency does not affect the work and the circumstances under which it is performed. The Principal is therefore responsible for the work and working conditions. The Principal is deemed to instruct, assist and treat a Flexia Agency employee as its own employees. For example, the Labor Conditions Act stipulates that the principal is considered to be the employer of the employees provided to him. In addition to this responsibility, the principal is also liable for damage. We advise the principals to check their insurance policy and, if necessary, adjust it.

Other services
In conjunction with our recruitment, selection and staffing services, Flexia Agency can also provide additional services.

Planning
On request, Flexia Agency can also provide the planning of the Principals  flexible staff. The principal indicates where and when he needs an employee for a particular function. Flexia Agency will then search for a suitable candidate and arrange the planning. The planning will be presented digitally. It is up to the Principal to check and agree with the planning.

Advice
Sometimes you will get – requested or unsolicited – suggestions or tips from Flexia Agency, for example regarding the use of flexible staff. For a more comprehensive advice we would have to comet to an agreement and put it in writing. This could also be done digitally. Tips and advice are meant to inform you and support you in your business. It is up to you if you follow the given advice. But even if you do, we cannot guarantee that your intended goal will always be achieved. This is dependent on several factors, where Flexia Agency does not always have an influence.

The duration of the assignment
The duration of the assignment will be best matched with the Principal. There are two options:

  • A fixed term assignment (“fixed time”): this can not be terminated in the meantime unless explicitly agreed upon
    that this may be possible;
  • An assignment for an unknown period (“indefinite period”): This can always be terminated – with due notice of termination – unless it is agreed that for a certain period of time it is not possible.

The notice period depends on the service and duration of the (extended) assignment, 15 or 30 days. Recruitment and selection assignments are immediately cancelable. In all cases, the contract may terminate if the other party is not liable to comply with the agreements (eg in case of bankruptcy). The assignment also ends when an employment relationship between Flexia Agency and the employee ends, for example, because the employee finding a job elsewhere.

Rates
In the temporary staffing, the fee payable by the principal will include the cost of temporary employment (labor costs, wage tax, social security contributions, etc.) and a margin. The remuneration and other terms of employment of the employee are determined in accordance with local laws and regulations. Based on this, every employee – in principle – is entitled to the same reward (limited to: salary, wage increases, ATVs, surcharges and fees) as your own employees who perform the same or equivalent work.

In order to determine the right reward, Flexia Agency is dependent on the Principals information about the function, applicable remuneration scheme and any wage increases. On the basis of that information, the rate is stated and changed.

As the (expected) expense of temporary employment may also increase during an assignment due to – for example – (periodic or general) wage increases, collective bargaining changes, changes in premiums or an increase in and / or to be incurred by the Flexia Agency Provisions for training, absenteeism and the like, Flexia Agency is entitled to implement tariff changes as a result of such cost price increases during the assignment.

Recruitment and selection (based on a contract between the Principal and the candidate) will be reimbursed once by a one-off fee. When planning it is usually an hourly rate and advice on a rate per hour or day (part).

The rates can be indexed annually in connection with a (expected) increase in the overall cost of operations.

If certain fees are charged to you, they will only increase if the relevant fee is actually increased.

Payment and billing
In the case of staffing and secondment, payment and billing will be done on the basis of the time account. The principal is responsible for the accuracy of the information contained therein. Typically, the time account takes place digitally. The principal will then receive hourly listings by mail. These are based on the timekeeping provided by the employees, unless Flexia Agency also takes care of the planning. In that case, the hourly overview is based on the planning. It is important that the Principal checks and, if necessary, correct the hourly overview / realised planning by the Monday following the end of the working week, to which this statement relates. If the Principal does not do so on time, we assume that the offered hourly statements are agreed and will be paid forward and billed accordingly. If Flexia Agency also takes care of the planning, we will ask you to approve the planning – in time – actively.

To keep the cost of pre-financing in hand, Flexia Agency has a payment period of seven (7) days. Recruitment and selection and other services are subjected to this term.

In the case of advisory assignments, the Principal will (partially) be billed in advance monthly.


Chapter 1 Introductory provisions

Article 1: Scope

  1. These terms and conditions apply to all offers, assignments and other agreements between Flexia Agency and the principal regarding Flexia Agency services, all the extent that these terms and conditions are applicable to the particular service in question. These terms and conditions have general provisions and provisions that relate only to a specific service. In so far as a (part of a) specific provision is contrary to a general provision, that part of that particular provision trumps to the general provision.

Any purchase or other terms of the Principal do not apply and are explicitly rejected by Flexia Agency.

Deviation of these terms and conditions apply only if confirmed in writing by Flexia Agency or agreed with Flexia Agency in writing. Such deviating agreements only apply to the contract(s) or other agreement(s) to which they are deemed applicable

Article 2: Definitions

  • Offer: All legal acts aimed at the creation of assignments or other agreements, including proposals and quotations;
  • Advice: Providing advice to the principal in terms of personnel and / or organisational issues, such as staff planning and cost savings, and all work undertaken by Flexia Agency in preparation or execution of such advice, such as conducting research, giving training and coordinating the implementation of the options;
  • Employment relationship between principal and candidate or employee: a contract of employment, a contract of assignment and / or a contractual agreement between the principal and the candidate or the employee, or:
    • An official appointment of the candidate or employee with the principal;
    • Hiring the candidate or the employee by the principal through a third party (for example, another employment agency);
    • An employment relationship between the candidate or employee with a designated third party.
      All this irrespective of the nature of the work to be performed by the candidate or employee;
  • Services: Flexia Agency’s services aimed at providing staff, recruitment and selection and related services;
  • Candidate: Any person proposed by Flexia Agency to the Principal, at least with whom the principal has gotten in contact with via Flexia Agency in order to either enter into an employment relationship with that principal, either posting of that person with the principal or any third parties designate as such in accordance with these conditions;
  • Employee: Any person made available by Flexia Agency to the Principal, in order to: – perform work on behalf of a temporary employment contract under the guidance and supervision of that principal or a third party appointed by him in compliance with these conditions. For the sake of readability, these terms are written each time: ’employee’, ‘he’ and ‘him’. This also means the female “employee”, “she” and “her”;
  • Assignment: The agreement between the Principal and Flexia Agency, on the basis of which one or more services (s) are being performed by Flexia Agency. The assignment for recruitment and selection concerns (each time) a single or a group of candidates. The order for posting concerns (each time) a single employee;
  • Principal: Any natural or legal person with whom Flexia Agency enters into an assignment or other agreement or to whom Flexia Agency offers an proposal;
  • Planning: Scheduling staff, including employees, other flexible staff and / or own staff of the Principal for supervised activities by the Principal;
  • Coherent services: Services that support or relate to Flexia Agency’s services in the field of posting of employees and / or recruitment and selection of candidates and – usually in combination with the aforementioned services – are performed. This includes, for example, the possibility of making available ICT resources, providing management information, arranging planning and giving advice;
  • Written: Written by e-mail or by means of an electronic message (s);
  • Rate: The fee payable by the principal to Flexia Agency for the services provided or services to be performed on the basis of the agreement, excluding TAX;
  • Staffing: The posting of an individual employee;
  • Posting of employees: To provide employees with the task of performing work under the guidance and supervision of the Principal or a third party to be appointed in accordance with these conditions;
  • Flexia: Any subsidiary of Flexia Agency who, on the basis of a contract(s) and / or (a) other agreement(s) with the Principal services, as defined in this article, performs activities for the Principal;
  • Staffing agreement: The written provision in the employment contract with the employee and / or in the collective agreement, which means that the employment contract terminates by reason of the termination of the employee’s provision by Flexia Agency to the Principal at the request of the Principal;
  • Confidential information: Information marked as confidential or information the recipient knew or should reasonably have to know that it is of a confidential nature;
  • Week: The calendar week which begins on Monday at 0.00 pm and ends on Sunday at 24.00;
  • Recruiting and selection: Recruitment and / or selection of one or more candidates.

Chapter 2 Assignment

Article 3: Entering into, duration and ending of the assignment

  1. The contract or other agreement is entered into in writing or confirmed by Flexia Agency in writing. The assignment is therefore final unless the principal notifies Flexia Agency in writing and within 5 calendar days of the date of confirmation that the confirmation contains an incorrect representation of what has been agreed.
  2. The assignment is entered for a fixed or indefinite period.
  3. The fixed-term assignment is the assignment that is entered into:
    • Either for a fixed period;
    • Either for a determinable period;
    • Either for a determined period that does not exceed a fixed period.
      The fixed-term assignment ends  due to the expiration of the agreed time or due to a predetermined objective determinable event.
  4. Termination of an assignment for an indefinite period must be made in writing in accordance with a notice period. If no notice has been agreed in writing or confirmed by the Flexia Agency, the contract for staffing is subject to a notice period of 15 calendar days, unless the assignment has lasted 18 months or longer, with each other following assignments without intermission of at least 6 months being considered as one assignment. In that case, the notice period is 30 calendar days. The contract for recruitment and selection aimed at an employment relationship between the principal and the candidate can be terminated with immediate effect. The notice period for other services is 30 calendar days, unless otherwise agreed in writing by Flexia Agency.
  5. Interim termination of the fixed-term contract is not possible unless otherwise agreed otherwise or confirmed by the Flexia Agency. If the possibility of interim termination has been agreed, the parties may terminate in writing in accordance with the written agreed or confirmed notice period. If no notice period has been agreed or confirmed by Flexia Agency, notice periods specified in paragraph 4 shall apply.
  6. Any assignment may be terminated immediately by the other party without notice, if:
    • The other party is in default and the failure of the other party justifies termination;
    • The other party has been liquidated;
    • The other party has been declared bankrupt or has been requested to do so; or
    • The other party has applied for a surseance of payment.
      The party terminating under this article shall not be liable to the other party in connection with this termination. All claims by Flexia Agency will be due immediately due to cancellation.
  7. The Principal will inform Flexia Agency in advance of the end of the assignment, and if so, for what duration and under any other terms, he wishes to continue or renew the assignment. In the case of a contract for the staffing, the Principal should provide this information:
    • No later than 5 weeks before the end of the assignment, if it is a fixed-term assignment;
    • No later than 3 business days after Flexia Agency has asked the principal for this, if it is an indefinite assignment.In addition, the principal will also indicate whether he wishes to maintain the same employee upon extension of the assignment. Flexia Agency will review any request for extension or renewal and assess whether and under what conditions to enter into the new agreement.
  8. Provisions that by their nature are intended to continue after the end of the contract, such as the provisions relating to payment, liability, intellectual property, secrecy, privacy and applicable law, shall remain in force after the end of the contract.

Article 4: Fulfillment assignment

  1. Flexia Agency is committed to fulfilling the contract and / or other agreement properly, taking into account the requirements of good workmanship and applicable laws and regulations.
  2. The principal provides Flexia Agency with all the necessary information and also grants Flexia Agency all reasonable cooperation to enable Flexia Agency to properly perform the contract and / or the other agreement, taking into account the requirements of good workmanship and applicable laws and regulations.
  3. Flexia Agency in the context of services – other than information contained in a contract (confirmation), other agreement or invoice – such as informative presentations, reports, suggestions and tips, are intended for the sole purpose of informing the Principal’s information. No rights may be derived from this except for these terms.

Chapter 3 Recruitment and Selection

Article 5: Recruiting and selecting candidates

  1. Flexia Agency will perform the recruitment and selection of candidates on the basis of a recruitment and selection assignment aimed at an employment relationship between the Principal and the candidate or on the basis of a secondment assignment of the candidate to the Principal. The Principal shall indicate whether he wishes the recruitment and selection of a candidate for the purpose of entering into an employment relationship with that candidate or for the purpose of making that candidate available to the Principal.
  2. Flexia Agency may also, on its own initiative, offer potentially suitable candidates to the Principal with regards to (potential) vacancies without a mandatory assignment or request from the Principal.
  3. Flexia Agency is entitled to use the trade name and the logo / brand of the Principal free of charge when recruitment candidates for the Principal.
  4. The Principal shall, in good time, provide Flexia Agency with all relevant information relevant to the proper execution of the assignment and / or other contract, including a precise description of the job, the required and desired qualifications (an indication of) the salary, working hours, work, workplace, working conditions and the intended duration of the assignment.
  5. On the basis of the information provided by the Principal, Flexia Agency determines the skills and knowledge of the candidates, which candidates they propose to the Principal. The Principal is entitled to reject the proposed candidate. The Principal will motivate any rejection in writing.
  6. Flexia Agency will endeavor to offer a potentially suitable candidate in good time. Flexia Agency does not claim a claim against the Principal and is not entitled to compensation for any damage or costs incurred by the principal if Flexia Agency cannot offer a candidate for any reason. Flexia Agency is not liable if a candidate proposed by her:
    • For any reason, cannot be made available to the Principal as a temporary worker; or
    • Do not want to enter into an employment relationship with the Principal or terminate a contracted employment relationship (prematurely).
  7. Flexia Agency is not liable for damage in connection with the deployment of candidates and employees who do not appear to meet the requirements and expectations of the Principal unless such damage is demonstrably the direct consequence of a attributable shortcoming of Flexia Agency at the selection.

Article 6: Recruiting and selection aimed at employment relationship between the Principal and the candidate

  1. Any assignment for recruitment and selection aimed at an employment relationship between the Principal and the candidate ends on a legal basis when the Principals decide to enter into an employment relationship with a candidate.
  2. The Principal and the candidate decide whether and if so, under which conditions they wish to enter into and maintain a employment relationship.
  3. The Principal is due the Flexia Agency fee mentioned in the assignment confirmation for the recruitment and selection of an employment relationship between him and the candidate. In the event of a failure to mention a fee in the assignment confirmation, the Principal owes the fee specified in the proposal of Flexia Agency. If no fee is mentioned in the proposal, the rate is 25% of the annual salary applicable to the full-time employment, including holiday allowance. If Flexia Agency has not provided with the salary information, Flexia Agency will determine a labor market-based annual salary based on the job information and the job market information know to Flexia Agency. Unless otherwise agreed, the fee shall be payable only if the Principal or a third party appointed by that person actually enters into an employment relationship with a candidate proposed by Flexia Agency or otherwise contacted via Flexia Agency.
  4. The rate is also payable if the candidate is initially rejected by the Principal and is subsequently accepted. The rate includes the costs of the recruiting resources and activities usually used by Flexia Agency. The fee excludes the costs associated with additional recruitment resources or activities used in consultation with the principal, as well as the travel and / or subsistence expenses incurred by the candidate in connection with the selection procedure. These costs will be charged separately and independently of the outcome of the mediation, even if the principal terminates or withdraws the contract without having entered into an employment relationship with a candidate proposed by Flexia Agency.
  5. Unless otherwise agreed, the fee will be charged as soon as the Principal has indicated an employment relationship with a candidate proposed by Flexia Agency or once Flexia Agency has become aware that the principal will enter into an employment relationship with a candidate or is incurred.
  6. If a (potential) principal has come into contact with a candidate through Flexia Agency (for example, that it has been proposed by Flexia Agency for the posting of that candidate or aimed at an employment relationship with that principal) and the Principal or a third party affiliated enters into an employment relationship with that candidate within 6 months of the contract being established, the (potential) Principal is deemed to have entered into a contract for recruitment and selection as referred to in this article with the Flexia Agency and will be charged accordingly in accordance with paragraph 3 of this article.

Chapter 4 The posting of employees

Article 7: Posting

  1. The posting commence when the employee starts his work.
  2. The end of the assignment means the end of the posting. Termination of the assignment by the Principals involves the request of the Principal to Flexia Agency to terminate the current assignment by the date the contract ends with validity. The Principal will confirm in writing on Flexia Agency’s initial request that he intents to terminate the assignment. If Flexia Agency terminates the assignment on one of the grounds referred to in Article 3, paragraph 6, the Principal’s conduct upon which the notice is based shall be the request of the Principal to terminate the agreement.
  3. If there is a staffing agreement in place between the employee and Flexia Agency’s, the employee’s posting will be terminated at the request of the Principal at the time the employee reports that he is unable to perform the work due to incapacity for work. To the extent necessary, the Principal is deemed to have made the request for termination of the posting. The Principal will confirm this request to Flexia Agency in writing.
  4. The posting will end on a legal basis if and as soon as Flexia Agency ceases to make available the employee because the temporary employment contract between Flexia Agency and the employee has ended and this employment contract will not be continued for the same principal. Flexia Agency is not obliged to enter into a new employment contract for the Principal
  5. Flexia Agency will make efforts to make available the employee in time and in accordance with the contract (confirmation) or other agreement. Flexia Agency does not claim any claim from the Principal and is not entitled to compensation of any damages or costs incurred by the Principal if Flexia Agency does not provide the employee for any reason, not timely or no longer is available.

Article 8: Replacement and availability

  1. Flexia Agency will endeavour to make the same employee available as much as possible during the assignment. However, Flexia Agency is entitled to offer a replacement employee during the term of the contract if it deems it necessary in views of Flexia Agency’s corporate policy or personnel policy, preservation of employment or compliance with applicable laws and regulations and the Flexia Agency valid redundancy rules. The Principal will cooperate in principle, unless due to the serious business interests, the Principal cannot be expected to cooperate with Flexia Agency. The Principal will motivate in a writing any rejection at the request of Flexia Agency.
  2. If Flexia Agency – in the case of long-term incapacity for work, Flexia Agency is forced to proceed with the termination of the employee’s employment or for any other reasons, – (substitute) employee cannot (no longer), at least not (no more) in the manner and capacity as agreed with the Principal at the request of the Principal, Flexia Agency will endeavour to provide a replacement employee. The Principal will cooperate with the re-integration of the employee.
  3. If another employee replaces the current / formal employee, the remuneration of and replacement for the replacement employee will be re-established as specified in articles 10 and 13 of these Terms.

Article 9: Duration and working hours of employees

  1. The assignment will contain arrangements regarding the duration and working hours of the employee. The employee’s working and rest periods are equal to the times and hours used by the Principal internally in this regard, unless otherwise agreed upon. The Principal ensures that the employee’s working and rest periods and working hours meet the legal requirements. The Principal shall ensure that the employee does not exceed the permitted working hours and the agreed duration, except incidental overtime.
  2. The Principal will provide the employee with work for the full duration agreed with Flexia Agency. If the Principal temporarily has no or less work for the employee or if he cannot provide this, he will remain unpaid for the remaining duration of the assignment over the agreed working hours or – in the absence of a clear agreement – the usual duration.
  3. The employee’s vacation and leave are determined in consultation between the Principal and the employee. The Principal will allow the employee to take vacation and leave with due observance of the law, the possible collective labor agreement and the employee’s terms of employment.
  4. The Principal gives the employee the opportunity to enjoy the education offered to him under the law and collective labor agreement. If the employee requires specific training or work instructions for the execution of the assignment or is following a training on request of the Principal, the hours spent by the employee on this education will be charged to the Principal as worked hours. Hours spent on other education will not be charged to the Principal unless otherwise agreed upon. The absence periods for other education are determined by Flexia Agency after consultation with the Principal.
  5. The Principal shall allow the employee to interrupt work, if and to the extent that the employee can claim this in accordance with the provisions agreement of or under the Working Time Act and / or Labor Conditions Act. If the employee is entitled to pay for hours spent on such work breaks, these hours will be charged to the principal as worked hours.
  6. The Principal will inform Flexia Agency of any business closures, collectively mandatory free days and (special) holidays during the term of the contract upon completion of the contract. Without prejudice to the content of paragraph 3 of this article, Flexia Agency will endeavour to take into account the temporary employment contract or the date of the holiday and / or ATV (if applicable) for the employee.
  7. If the scope of the work and / or working hours to be performed by the employee is not clearly defined and the principal does not allow the employee to make the agreed work for less than four (continuous) hours per call, the principal will be charged the commissioner’s fee for four or more hours if the employee would have worked or expected to had work.
  8. For a project in Willemstad, a minimum of four hours per employee will be charged, even if the project is shorter.
  9. For each project outside of Willemstad, a minimum of six hours per employee will be charged, even if the project is shorter.

Article 10: Function and rewarding of employee

  1. The employee’s remuneration, including any allowances and fees, shall be determined by Flexia Agency on the grounds of job description and requirements provided by the Principal, in accordance with applicable laws and regulations and any employment conditions applicable to the employee.
  2. Hours, during which the employee must be accessible and / or available for work and / or other than in the context of the work / commute, must be reimbursed to the employee on the basis of the contract of the rules applicable at the Principal’s organization and passed on true Flexia Agency to the employee.
  3. In order to enable Flexia Agency to determine the right reward and rate, the Principal shall provide timely prior to commencement of the assignment and, at the first request of the Flexia Agency, all necessary information regarding the level of the employee’s function level, related scoring, salary and cost reimbursement. The Principal shall notify Flexia Agency in time and in any case immediately upon becoming aware of any changes or additions to this information, including wage increases.
  4. If at any time it appears that the information received by Flexia Agency from the Principal is not (complete) accurate, has not been delivered in time and / or is not enough for the actual function performed by the employee, the Principal will still be on Flexia Agency’s first request pressed to provide the correct information. The function and / or reward may be adjusted during the assignment if the employee is reasonably entitled to appeal to legislation and regulations and / or the current employment conditions. If the adjustment results in a higher reward, Flexia Agency corrects the employee’s reward and the rate accordingly. The Principal owes this corrected rate from the moment Flexia Agency owes the corrected remuneration to the employee.
  5. Flexia Agency shall, with due observance of the provisions of this article, ensure the employee’s wages and the payment of wage levies due. The Principal will pay no compensation or make payments to the employee without permission from Flexia Agency. If the Principal pays compensation or makes payments to the employee, the Principal carries out the payment of all wages and salaries due to such fees or benefits. The Principal will compensate Flexia Agency for any damages suffered as a result of the payment of payroll taxes on such remuneration and benefits, and the Flexia Agency indemnifies against the claims of the employee or third parties, including the Tax Administration, in this regard.

Article 11: Good practice of management and supervisory over staff

  1. The Principal shall act in respect of the employee in the exercise of guidance and supervision in the same careful manner as he is held in relation to his own staff.
  2. The Principal is obliged to inform Flexia Agency periodically and in any case at the first request of Flexia Agency about the performance and well-being of the employee (s). The Principal should report conditions that may affect the continuation of the provision to Flexia Agency as soon as possible.
  3. Without prejudice to the prior written consent of Flexia Agency, the Principal shall not be allowed to provide the employee to a third party to perform work under guidance an supervision of this third-party or a by this third-party appointed (legal) person. Under a third is understood to be a (legal) person, with which the Principal is connected to true a group (concern).
  4. If Flexia Agency grants permission as referred to in paragraph 3, the following conditions shall in any case apply:
    • The Principal agrees with the third party that this third party knows, accepts and complies with the obligations under the contract, the remaining agreement (s) and these terms and conditions, in so far as the principal can not fulfil these obligations by themselves;
    • Without prejudice to the foregoing, the Principal will remain liable for compliance with all obligations under the contract, the remaining agreements and these General Terms and Conditions;
    • The Principal is liable for and indemnifies Flexia Agency in respect of all damages resulting from the act or omission of the third party in respect of (employment) the employee and / or any act or omission of the employee;
    • The Principal agrees in writing with the third party that the third party does not make the employee available to another third party; and
    • The Principal will fulfil his statutory obligations as a lender regarding the posting of employees.Flexia Agency is entitled to add additional terms to its permission.
  5. The Principal may only use the employee out of accordance with the contract, terms and / or other agreement, if Flexia Agency and the employee have agreed in writing..
  6. The Principal may provide employee resources to the employee in connection with the performance of the work. The Principal will not provide the employee with any means of use, in particular laptops, mobile phones, smartphones or means of transport, without the prior written consent of Flexia Agency, whose use is not limited to the performance of the work by the employee. In the case of the posting of business assets by the Principal to the employee, the principal will ensure adequate insurance of the assets and the employee as a user. Flexia Agency is not liable for damage caused by the employee to or with the asset or resulting from improper or excessive use of the asset.
  7. The Principal will compensate the employee for the damages caused by destruction of a related matter in connection with the performance of the work..
  8. Flexia Agency is not liable to the Principal for damage to the Principal, third parties or the employee himself arising from the act or omission of the employee unless – and then so far – that damage is demonstrably the direct result of a attributable shortcoming from the Flexia Agency in the selection of the (aspiring) employee.

The Principal indemnifies Flexia Agency against any claim of third parties or the employee of Flexia Agency as employer of the employee in respect of the damage referred to in paragraphs 6, 7 and 8 of this article and shall compensate all related and reasonable due to Flexia Agency costs.

Article 12: Working condition employee

  1. The Principal provides Flexia Agency with a description of the risk assessment and evaluation of the risks at the employee’s workplace and risk mitigation measures on the basis of article 5, paragraph 5 of the Working Conditions Act, in good time before commencement of work. The Principal is responsible to the employee and Flexia Agency for complying with the resulting obligations in the area of workplace safety and good working conditions in general. The Principal must ensure that the equipment and tools for which the employees are to work with comply with the requirements of the Labor Conditions Act and the associated arrangements.
  2. If the employee suffers damage in the performance of the activities for or participation in the activities of the Principal or the third party referred to in article 11, paragraph 4, the principal will inform Flexia Agency as soon as possible, a written report of the incident must be provided to Flexia Agency. In addition, if required by law, the Principal will inform the competent authorities immediately of the incident. In the aforementioned report, the occurrence of the incident is recorded in such a way that it can reasonably be established whether and to what extent the damage is the result of insufficient measures taken to prevent the damage.
  3. The Principal shall reimburse to the employee all damages that the employee suffers in performing of the activities for or participation in the activities of the principal or the third party referred to in article 11 paragraph 3, if and in so far as the principal and / or Flexia Agency Liability is based on applicable laws and regulations.
  4. The Principal indemnifies Flexia Agency against any claim made by the employee to Flexia Agency as employer of the employee in respect of this damage referred to in this article and shall compensate all related and reasonably incurred costs incurred by Flexia Agency.
  5. The staff wears uniform clothes. If a principal considers other clothes desirable, the Principal must make these available to employees free of charge. If employees are to wear other clothing than Flexia Agency’s clothing, this is only permitted when wearing such clothing does not violate the good practices and the usual standards. In addition, the clothing must satisfy the reasonable safety and health requirements.
  6. The transport of employees to and from the place of the project, unless otherwise agreed, is organized by Flexia Agency.
  7. The transport costs will be incurred by the Principal in the event of a project, unless otherwise agreed in writing.
  8. If the Principal can not provide free parking for the vehicles with which the employees come to the project, the parking costs will be charged to the Principal.

Article 13: Rates for posting of an employee

  1. The rate stated in the contract (confirmation) is the normal hourly rate, the hours paid at 100% of the current salary. If the employee is entitled to a surcharge on this salary, the rate is proportional higher. The stated rate excludes any fees payable by Flexia Agency to the employee, fees for services and hours as referred to in article 10, paragraph 2 and other (costs) fees, unless otherwise specified.
  2. Unless otherwise stated or agreed in writing, the rate is calculated on the hours worked by the employee and the remaining hours charged by Flexia Agency on the grounds of these terms and conditions, the contract (confirmation) and / or other agreement. Breaks are paid to the employee and charged to the Principal if the Principal’s own staff is also entitled to payment during breaks. Except as determined otherwise provided in these terms, the contract (confirmation) or other agreement, the rate is not calculated over the hours that have not been worked by the employee as a result of illness, holiday or other cause which under article 6:75 Civil Code is not attributable to the Principal.
  3. The amount due by the Principal to Flexia Agency consists of the sum of the rates for the normal hours, the possible allowances, the eventual fees, any fees for the services and hours referred to in Article 10, paragraph 2, and other expenses.
  4. TAX will be charged for all amounts charged. If at any time during the assignment, the applicable remuneration scheme changes, Flexia Agency re-establishes the employee’s remuneration and the rate for the remaining term of that assignment based on the information provided by the Principal.
  5. Except in the case referred to in paragraph 4, the Flexia Agency is entitled to adjust the rates and fees payable during the assignment in case of and in accordance with:
    • An increase in (expected) expense of temporary employment due to (change) of the collective labor agreement, the employee’s terms and conditions of employment and / or the wage and salary therein and / or (change of) the payer’s reward;
    • An increase in (expected) expense of temporary employment due to (changes or consequences of) laws and regulations, including (implementation) of social and tax laws and regulations or any binding provision;
    • An increase in the (expected) expense of temporary employment in connection with expenses incurred by Flexia Agency and / or provision for training, sickness absence, inactivity and / or staffing outflow.In addition, Flexia Agency is entitled to increase its rates annually in week 1 based on the current minimum wage scheme.
  6. Each adjustment of the rates will be announced to the Principal as soon as possible.

Article 14: Timekeeping accountability

  1. Flexia Agency will draw up its invoice on the basis of a timed account agreed by the Principal – in accordance with paragraph 2 or in any another agreed manner.
  2. If no other time accountability has been agreed upon, the accountability will take place through Flexia Agency offered (paper) form. If Flexia agency also takes care of the planning for the Principal, these hourly reviews are based on the planning. The Principal is obliged to check for the correctness and completeness of the timekeeping – in accordance with the provisions of paragraphs 3 and 4 – no later than Monday after the end of the working week on which the timekeeping relates, before 12.00.
  3. Regardless of the method of timekeeping accountability, the Principal is obliged to ensure that in the event of time accountancy, the following information is given in full: employee name, number of hours worked, overtime hours and irregularity hours, other hours over which the contract (confirmation) and / or other agreement is subject to the contractor’s fees, the possible fees and, if any, any actual expenses incurred.
  4. Regardless of the manner of timekeeping, the Principal will ensure that Flexia Agency receives the timekeeping report, as soon as possible and no later than 12:00 on Monday, following the week worked by the employee. If for reasons beyond the control of the principal, the concept report of time accountability is offered to the Principal only after this time, it will in any case ensure that the timekeeping form is made available to him per se after being checked by him and If necessary corrected and / or agreed.
  5. If and to the extent that the employee and the principal differ from the accuracy or completeness of the time- account, Flexia Agency is entitled to determine the hours, costs and surcharges in accordance with the employee’s statement, unless the principal can demonstrate that the information provided by him is correct. The Principal gives the employee the opportunity to check the time account (in time).

Article 15: hiring of the employee by the Principal

  1. The Principal is entitled to enter into an employment relationship with an employee in accordance with the provisions of this article.
  2. The Principal who intends to enter into an employment relationship with the employee shall inform Flexia Agency in writing before acting on this intention. The Principal is familiar with the legislation in the field of successive employership and accepts all the resulting obligations. The Principal is responsible for the research and assessment of the employee’s working history.
  3. The Principal will not enter into an employment relationship with an employee whose posting has not yet been completed.
  4. If the Principal enters into an employment relationship with an employee made available to him on the basis of an indefinite assignment, before the employee has worked for 1040 hours on the basis of that assignment, the Principal is obliged to pay Flexia Agency a fee amounting to 25% of the last rate in 1040 hours minus the – based on the assignment – already worked by that employee. The fee will be increased by TAX.
  5. If the Principal enters into an employment relationship with an employee made available to him on a fixed- term basis, the Principal shall pay a fee of 25% of the last rate (calculated on the agreed or usual hours and more / overtime hours) for the remainder of the assignment or – in the case of an interim termination notice – on the non-notice period, provided that the principal is always at least the remuneration mentioned in paragraph 4 owed. The fee will be increased by TAX.
  6. If the Principal enters in to an employment relationship with an employee in accordance with this article, the contract ends between the Principal and the Flexia Agency as from the date on which the employment relationship commences.
  7. If the principal does not enter into an employment relationship with the employee, but within six months after the end of his employment, he shall also pay the fee referred to in paragraph 4. This applies both in the event that the Principal has approached the employee directly or through third parties – when the employee has applied to the Principal directly or through third parties.
  8. Flexia Agency is entitled to set a different remuneration scheme for an employee or for specific groups of employees.

Chapter 5 Planning

Article 16: Planning assignment

  1. The Planning assignment (Confirmation) contains a description of how Flexia Agency designs, manages and executes the plan for the benefit of the Principal. The Principal agrees with the described design, management and execution of the planning. Flexia Agency will submit substantial changes or additions to the design, management and execution of the plan to the Principal for consent.
  2. Flexia Agency ensures that the schedule provides an understanding of the timetables agreed with the Principal and makes it clear who, where and when, is scheduled.

Article 17 Execution of planning

  1. The Principal shall provide Flexia Agency in a timely and written manner, usually by e-mail, a statement of personnel requirements specified by the Principal by location, position, qualifications, workplace, working hours and other specifications requested by Flexia Agency.
  2. If Flexia Agency (also) oversees the Principal’s own staff and / or other flexible staff schedules, the Principal provides Flexia Agency timely and in writing information about availability, qualifications and other information required for planning purposes. Own staff and / or other flexible staff and the changes in this, for example due to leave or absence. The Principal shall ensure that the personnel have been previously informed about the provision and further processing of his personal data to the Flexia Agency and, if necessary, has granted permission. The Principal is the point of contact for his own staff in terms of employability, leave, absenteeism and qualifications.
  3. On the basis of the information referred to in paragraph 1, Flexia Agency shall draw up the plan. The planning is made available to the Principal as well as to the staff members / staff (other) scheduled by the e- mail. The Principal will receive a message from Flexia Agency as soon as this is the case. If the Principal does not agree with the schedule or wishes to modify something, he or she will, within the agreed time limit, or, in the absence of such a term, contact Flexia Agency on an ongoing basis so that, if reasonably possible, it can be adjusted. If a timely response persists, the Principal is deemed to have the schedule agreed and stuck. Flexia Agency informs the Principal as soon as possible, usually also via the e-mail if the schedule shows that it is not expected to be provided for the staff needs specified by the Principal for a particular time or period.

Article 18: Planning rates

  1. The Principal owes Flexia Agency the quoted rate in the order (confirmation) for the planning. In the absence of a quotation in the order (confirmation), the Principal owes the rate specified in the Flexia Agency proposal.
  2. The rate agreed upon by the contract is based, inter alia, on the specifications given by the Principal regarding the scope of the planning, the specifications for the planning, including the working hours and work schedules, and (execution of) the agreed employment agreements. If, at any time, a material change or made work agreements are not properly met by the Principal or a third party involved in the planning and Flexia Agency, Flexia Agency is entitled to increase the rate in accordance with the extra costs. In addition, Flexia Agency is entitled to increase its rate annually in week 1 based on the index wage per hour including special reward for staff in business services.

Chapter 6 Advice

Article 19: Advice assignment

  1. There is only an assignment for giving advice if and in so far as this has been agreed in writing or confirmed by Flexia Agency. The advice includes the terms of the contract (confirmation), the remaining agreement and these terms and conditions. Each assignment ends on a legal basis when the work performed on the basis of the assignment (confirmation) by Flexia Agency is executed and completed. In the case of a change of assignment or the conditions attached thereto, a new assignment will be issued and the new assignment will be subject to the conditions attached thereto instead of the previous assignment.
  2. Flexia Agency can offer an proposal for advice. Unhindered Flexia Agency’s ability to withdraw the offer as soon as a contract under this offer is established; the offer has a validity period of 1 month. In the case of a change in the offer or the terms attached thereto, a new offer will be created and the new offer will be subject to the conditions attached thereto instead of the previous offer.

Article 20: Execution advice

  1. The advice is based on information provided by the Principal to Flexia Agency. Flexia Agency will advise on the best insight and ability, based on this information, aimed at achieving the objectives set by the principal for the assignment or other agreement. Flexia Agency cannot guarantee that the goals envisaged by the Principal are also actually realized. It is up to the principal to assess whether he follows the advice.
  2. The information to be provided by the Principal pursuant to article 4, paragraph 2 of these terms, includes information on the current organization of the organization and personnel policy and (possibly) changes in it. The cooperation to be awarded by the principal includes testing, at the request of Flexia Agency, data made by Flexia Agency and making employees available.
  3. Flexia Agency designates one or more advisers for the implementation of the advice. In addition to its own employees, Flexia Agency may, after consultation with the third party principal, enable the execution of the advice. Flexia Agency, having regard to the quality and continuity of the advisory, is entitled to make changes to the staff(s) of the consultants involved, the number of consultants and their time spent.
  4. Flexia Agency is not liable for any claims made by Flexia Agency employees or third parties involved in the execution of the assignment at a principal’s location or a designated location. The Principal indemnifies Flexia Agency in this regard.

Article 21: Advice rates

  1. The assignment (confirmation) indicates the rate for the advice. The fee, as specified by Flexia Agency in the contract (confirmation), excludes commissioned costs, such as travel and subsistence expenses, the costs of third parties engaged in consultation with the principal, costs incurred for the execution of the contract and / or adaptation of a workplace and / or dedicated to the assignment (ICT) resources. Activities not mentioned in the contract (confirmation) or other agreement will be charged separately. Unless otherwise stated, the rate is per hour. If possible and requested by the principal, the contract specifies a cost estimate of the maximum amount to be charged to the principal. Deviations from this cost estimate may be granted up to 10% above the amount of the estimate.
  2. Flexia Agency is entitled to increase its rate annually in week 1 on the basis of the index minimum wage scheme including special remuneration for staff in the business services. In addition, Flexia Agency is entitled to increase the commissioned costs in the interim if those costs have risen.
  3. If the Principal for any reason declines or fails to comply and Flexia Agency is exposed to damage or costs, for example due to inactivity of employees involved in the contract, the tariff is unpaid or – if the rate is different from Per hour or day (part) – the Principal will pay the extra hours by Flexia Agency and reimburse the costs incurred.
  4. If there are circumstances that involve a aggravation or expansion of the assignment or the work to be carried out in connection with it, such as extension of the work, replacement of contractor’s employees or lack of cooperation from the principal, this may lead to adjustment of the contractual costs and the rate and / or additional hours to be charged by Flexia Agency.
  5. Unless otherwise agreed in writing, Flexia Agency invoices monthly the applicable rate for the work expected to be performed during that month under the contract. If the invoiced amount does not correspond to the actual Flexia Agency or the contract (confirmation) or these terms on behalf of the Principal in due course, then a supplementary and a credit invoice will be followed. Commitment costs will be charged on a monthly basis.

Chapter 7 General provisions

Article 22: Cancellation of a project or agreement

  1. If the Principal completely or partially cancels the project agreement (unilaterally terminated) the Principal will be liable to Flexia Agency for damages for the costs incurred by Flexia Agency. This fee is set at minimum to the following set amounts:
    • Cancellation over 120 hours (5 days) for the project: 10% of the project price
    • Cancellation between 48 and 120 hours (2 – 5 days) for the project “30% of the project price
    • Cancellation by 48 hours or less for the project: 60% of the project price
    • Without prejudice to the principal’s commitment to pay more than the actual amount of damage.
  2. The Principal must cancel in writing. In order to determine the time of cancellation, the time of receipt of the above cancellation will apply to Flexia Agency.

Article 23: Billing and payment

  1. Otherwise agreed in writing or otherwise stated in these terms will be invoiced weekly and the invoice will be submitted by means of an electronic message in a format to be determined by Flexia Agency.
  2. Flexia agency reserves the right to calculate the invoice on the basis of the facts and circumstances of the project or agreement in question, if the Principal fails to comply fully with the requirements set out in Article 14. These facts are then determined, inter alia, by indicating the project leader and / or employee (s).
  3. The Principal is obliged to meet every Flexia Agency invoice within 7 calendar days after the invoice date, unless otherwise agreed in writing. The invoice is paid, if and once the amount due has been received by Flexia Agency.
  4. At the first request of Flexia Agency, the Principal and Flexia Agency will in writing agree that the Principal will give written permission to Flexia Agency to write off the amount of the invoice by direct debit within the agreed term of the bank account number specified by the Principal. If no deadline has been agreed, these are 7 calendar days after the invoice date. The Principal will ensure sufficient balance on the bank account number specified by him and will refrain from claiming any payment to Flexia Agency.
  5. Only payments to Flexia Agency or a third-party appointed in writing by Flexia Agency will suffice. Payments by the Principal to an employee, whichever title is, are unrelated to Flexia Agency and cannot give rise to debt or debts.
  6. If an invoice has not been paid within the period specified in paragraph 3, the Principal is due from the first day after the expiry of the payment period to default on default and interest of 5% per calendar month over the outstanding amount, with a portion of one month for a full month is counted. The copy of the Flexia Agency’s copy of the invoice sent to the principal by the Flexia Agency is valid as a full proof of the interest rate and the date on which the interest calculation begins.
  7. If the Principal disputes the invoice in whole or in part, he must notify Flexia Agency within seven calendar days of the invoice date, in writing, with due reasoning. After this period, the principal’s right to dispute the invoice expires. The burden of proof regarding the timely dispute of the invoice rests on the Principal. Dispute of the invoice does not release the Principal from his payment obligation.
  8. The Principal is not entitled to charge the invoice amount, irrespective of whether he disputes this, with a wrongful or counterfeit claim and / or suspend payment of the invoice.
  9. If the Principal’s financial position and / or payment behavior gives rise to this, in the opinion of Flexia Agency, the Principal is obliged to on first written request from the Flexia Agency:
    • Provide a direct debit authorization as referred to in the third paragraph;
    • Provide an advance; and / or
    • Provide adequate security for its obligations towards Flexia Agency, through a bank guarantee, pledge or otherwise.
      Certainty can be asked for both existing and future liabilities, an advance only for future liabilities. The scope of the security required and / or the requested advance must be proportional to the extent of the relevant obligations of the principal.
  10. If the Principal fails to provide the advance referred to in paragraph 8, does not provide the requested security within the time limit set by Flexia Agency, does not give or disturb direct debit authorization as referred to in paragraph 3, the Principal is hereby in default without doing so a further notice of termination is required and Flexia Agency is entitled to suspend the execution of its obligations from all contracts and / or other agreements with the Principal or to terminate all contracts and / or other agreements with the Principal immediately without being liable to the principal to be liable to are in connection with this suspension or termination. All claims by Flexia Agency will be due immediately due to cancellation.
  11. All legal and extrajudicial (collection) costs that Flexia Agency incurred as a result of the Principal’s failure to fulfill its obligations under this article shall be entirely billed to the Principal.
  12. The remuneration for extrajudicial costs is fixed at 15% of the principal amount including TAX and interest (with a minimum of NAF 500.00- per claim) unless Flexia Agency has demonstrably incurred additional costs. The fixed fee will always be due by the Principal as soon as the Principal is in default and is charged without further proof.

If the contract has been entered into with more than one principal, belonging to the same group of companies, all principals are jointly and severally liable for compliance with the obligations under this article, regardless of the invoice. Full payment of the invoice, any additional costs and interest by a principal will release the other principals from their commitment to Flexia Agency.

Article 24: Liability of Flexia Agency

  1. Flexia Agency is responsible for the correct payment of the payroll tax due and contributions for its employees, which are used by Flexia Agency for projects and / or on payroll / posting basis. Flexia Agency indemnifies principal in respect of claims by the tax authorities or implementing agencies.
  2. Flexia Agency is not liable for damages resulting from the act or omission of one of its employees. The Principal must assure himself of this liability if necessary. This also applies to damage caused by a Flexia Agency employee to third parties during the performance of the work.
  3. The Principal is liable for the damage suffered by Flexia Agency employees in the same way, as an employer in Curaçao is liable for damage to an employee employed by him. The Principal must, if necessary, insure against these claims.
  4. In the event that Flexia Agency is appealed for damages for which the Principal is liable for the above-mentioned members, the Principal will forfeit Flexia Agency this.
  5. If, despite the above liability claims, the court nevertheless holds Flexia Agency liable, liability for such damage shall in any event be limited to such amount as reasonable and fair in proportion to the agreed price and will never exceed the amount that the Flexia Agency’s liability for liability insurance covers as appropriate.

Article 26: Force majeure

  1. If, due to force majeure, Flexia Agency is unable to comply with the agreement permanently or temporarily, Flexia Agency is not liable for damage suffered by the Principal.
  2. Under force majeure is understood: natural phenomena which cannot be executed in a timely manner, such as storm, flooding, and severe weather, severe traffic stagnations and other obstacles, accidents, strike, exclusion, unions action, government measures that do not and other circumstances beyond the sphere of influence of Flexia Agency.
  3. In case of force majeure, Flexia Agency has the right to make any agreement whatsoever with the Principal in whole or in part unlawful dismissal of any means of compensation.

Article 27: Insurance

  1. The Principal will, as far as possible, make sufficient assurances against liability under the terms of these terms. at the request of Flexia Agency, the Principal will provide proof of such insurance.

Article 28: Intellectual Property

  1. All intellectual property rights to the ICT resources, texts, data (files), formats, logos, trademarks, other image and / or audio material and any other material, including the design, selection and arrangement thereof, where the Principal receives access in connection with the offer, assignment or other agreement, with the exception of material from the Principal, solely with Flexia Agency or its licensors. This also applies to any adjustments, additions or works made on request and / or at the expense of the Principal. The Principal will only provide temporary, personal, non-exclusive and non-transferable usage rights with regard to the ICT resources and the above-mentioned material in so far as and as long as it is necessary to make use of the services agreed between Flexia Agency and the Principal. . The Principal may also use Flexia Agency’s specific material for the Principal, such as a customer-specific report, after the service is completed for its own internal business purposes.
  2. Flexia Agency is free to use any input, feedback, suggestions, etc. for the ICT resources and the material referred to in paragraph 1 without further permission or liability for any compensation. If, at the request of the Principal, or upon request, Flexia Agency makes supplementary or adjustments to the ICT resources or material against payment, Flexia Agency is entitled to make such modifications and / or additions also available to other users of the ICT means or the material. Flexia Agency is not obliged to enter into any request for adaptation or addition of its ICT resources or material.
  3. The Principal indemnifies Flexia Agency against all third party claims in connection with an alleged infringement of the (intellectual property) rights of third parties by the principal in connection with the offer, assignment or other agreement to Flexia Agency or to the employee available set material.
  4. To the Principal, intellectual property rights will be applied to the results of the work performed by the employee, if and to the extent that law stipulates this. Flexia Agency will, at the request of the Principal, make a written statement in order to – as far as is necessary and possible – promote at least the transfer of all intellectual property rights to the results of the employee’s work or to be transferred to the Principal.
  5. The Principal is free to directly enter into an agreement with the employee to submit a declaration of signing in respect of the intellectual property rights referred to in paragraph 4. The Principal informs Flexia Agency of its intention to do so and provides a copy of the agreement / statement made to Flexia Agency.

Article 29: Secrecy

  1. Flexia Agency and the Principal shall not disclose to third parties any confidential information of or about the other party, its activities, employees, customers and other relationships that have become known to them in connection with an offer, assignment or other agreement unless – and then to the extent that – providing such information is necessary to properly perform the assignment or to give them a statutory duty to disclose.
  2. Flexia Agency imposes a general confidentiality obligation on its employees. In addition, a more specific confidentiality obligation can be agreed upon at the request of the Principal. The content of this will be tailored in during consultation between Flexia Agency and the principal. The Principal is also free to direct the employee directly to secrecy. The Principal informs Flexia Agency of its intention to do so and provides a copy of the statement / agreement made to Flexia Agency.
  3. Flexia Agency cannot guarantee compliance with any confidentiality obligation by the employee and is not liable for any penalty or any damage suffered by the Principal as a result of breach of the duty of confidentiality by the employee. The Principal will indemnify Flexia Agency against third party claims regarding non-compliance or failure to comply with any confidentiality obligation by the employee.

Article 30: Verification and storage obligation of principal
1. The Principal declares himself / herself aware of the laws and regulations regarding the identification of employees. The Principal is held by himself to:

  • Determine the identity of the candidate, employee or other person working with him, and will perform a careful audit of an original identity document as referred to in Article 1, subsections 1, 2 and 3 of the Identification Act; and
  • Determine whether the candidates proposed to him, the employees or other persons working with him are entitled to work in Curaçao.

Article 31: Prevention of discrimination

  1. The Principal and Flexia Agency shall, when completing and executing the contract or other agreement, in particular the assignment for recruitment and selection or posting of employees, only set aside and impose relevant requirements for the job. The Principal and Flexia Agency will not make a distinction based on religion, belief, political affiliation, gender, race, nationality, sexual orientation, marital status, disability, chronic illness or age.

Article 32: Privacy

  1. Within the framework of the contract or other agreement, regular exchange of personal data, in particular of candidates and employees, takes place. The Principal and Flexia Agency are required to treat this information confidentially in accordance with laws and regulations. The Principal does not require any information from Flexia Agency that Flexia Agency may not provide under applicable laws and regulations. The Principal is responsible for the further processing of the information provided to him by Flexia Agency.
  2. The Principal is responsible for ensuring that Flexia Agency only provides personal information if and to the extent that the Principal is entitled to this and has obtained the necessary permission from the persons concerned.
  3. The Principal indemnifies Flexia Agency against any claim of candidates, employees, employees of the Principal or other third parties to Flexia Agency in connection with a violation of the provisions of this article by the Principal and compensates for the associated costs incurred by Flexia Agency.

Article 33: Applicable law and form choice

  1. These terms and conditions, contracts and / or other agreements shall apply to Curaçao’s right, and the Court of First Instance shall, at first instance, have exclusive jurisdiction in Curaçao to hear disputes, without prejudice to the powers of other courts in respect of occupation, cassation and other remedies.

Article 34: Final provision

  1. If one or more provisions of these terms and conditions are null and void or destroyed, the contract, the remaining agreement and these terms will remain in force for the remainder. Provisions that, as far as possible, are consistent with the scope of the provisions to be replaced will replace the provisions that are not valid or cannot be applied lawfully.
  2. Flexia Agency is entitled to transfer its rights and obligations on the basis of the contract, the remaining agreement and these terms to a third party. Unless otherwise agreed in writing, the principal is not allowed to transfer his rights and obligations on the basis of the contract, the remaining agreement and these terms to a third party.
  3. In case of specially anticipated or unforeseen circumstances, such as developments in law and regulations and in the collective labor agreements, Flexia Agency is entitled to adjust or terminate the contract or other agreement immediately, if due to these particular circumstances, it is not reasonable for Flexia Agency to be required to continue the contract or other agreement under the same conditions.