General Terms & conditions of Membership
Article 1 – Definitions
1.1 Capitalized terms used in these General Terms and Conditions of Membership (“Terms”) but not otherwise defined herein have the meaning assigned thereto in the Member Agreement, English translation of the Articles and Consulting Framework Agreement
1.2 In case of conflicting statements contained within these Terms and any particular agreement referencing these Terms, the terms referenced in such particular agreements take precedence.
Article 2 – Liability & Indemnification
2.1 The Member will hold harmless the Cooperative and in extension the Company for any third-party claims made against the Member.
2.2 The Member may be held liable for any claims received or revenue losses incurred by the Cooperative and/or Company in connection with the Services provided by the Member limited to the value of Services provided by the Member.
Article 3 – Insurances
3.1 The Cooperative will either directly or indirectly through Company as associated party acquire insurances required by the Client for provision of Services provided under the Consulting Framework Agreement.
3.2 The Cooperative may where necessary inform the Member of insurance covers purchased which may extend to the benefit of the Member, to the sole discretion of Cooperative.
3.3 Should Member be a sole proprietor, company or other legal trading form through which company representative is provided for Services to Cooperative, such sole proprietor, company or other legal trading form shall purchase general and public liability to a minimum of 1 million EURO or equivalent local currency.
3.4 Proof of such insurances purchased may be requested at any time and must be presentable immediately, failure to comply will lead to immediate suspension of any Services provided and/or termination of membership.
Article 4 – Wav / Foreign Workers
4.1 The Member is deemed to be aware of, and to comply with, the provisions of any law with regard to the prohibition on having foreign nationals perform work without a valid work permit. (In the Netherlands this is the Wet arbeid vreemdelingen or Wav).
4.2 The Member shall point out the provisions of the Wav or any other applicable laws in writing to any subcontractor engaged by the Member for the performance of the Services, and shall oblige the auxiliary person to comply with the provisions of such laws and to include this provision in any subcontracting contracts or other contracts he may enter into.
4.3 Any consequences and costs related to compliance or non-compliance are at the expense of the Member, including any penalties imposed on the Cooperative or Assigned Company, or on any other employers.
4.4 The Member shall determine, also on behalf of the Cooperative or Assigned Company, the identity of all foreign nationals present at the workplace, as referred to in Article 15 of the Wav or any other applicable laws and shall inspect the identity documents and work permits of these foreign nationals for authenticity and validity.
4.5 The Member shall retain, also on behalf of the Cooperative or Assigned Company, copies of these documents in his records, as referred to in Article 15 of the Wav, for at least 5 (five) years after the end of the calendar year in which the Services is completed or for such period required by local laws.
4.6 The Member may use electronic means in this context. If a violation of the Wav or any other applicable laws occurs in any way whatsoever and is discovered by the Labour Inspectorate, or any other body, the penalties arising therefrom for the Cooperative or Assigned Company or any other employers within the meaning of the Wav or any other applicable law shall be at the expense of the Member, who will indemnify the Cooperative or Assigned Company in this respect.
4.7 The Cooperative or Assigned Company shall pass on these penalties to the Member, who shall pay these to the Cooperative or Assigned Company at first request or, alternatively, the Cooperative or Assigned Company shall set off these penalties with the next payment (partial payments or otherwise) to be made by the Cooperative or Assigned Company to the Member, without any notice of default being required and irrespective of any objection or appeals made by the Member against the penalty imposed.
4.8 The foregoing does not affect any rights or claims of the Cooperative or Assigned Company.
Article 5 – Material Provided
5.1 Materials provided to the Member by the Cooperative, Assigned Company, Client or other members shall remain the property of the Cooperative, Assigned Company, Client or other members under all circumstances. Such Materials shall be segregated from other property and stored separately in a manner that enables any third party to recognize that such items are the property of the Cooperative, Assigned Company, Client or other members. The Member is not permitted to use these Materials for any other purpose than for the benefit of the Cooperative, Assigned Company, Client or other members and in accordance with the Agreement.
5.2 The risk of the loss of, or damage to, the Materials provided by the Cooperative, Assigned Company, Client or other members to the Member, remains with the Member until said materials are returned to the Cooperative, Assigned Company, Client or other members and are unloaded at their destination.
5.3 Any specified date(s) or periods for the delivery of the Materials are indicative and the Cooperative, Assigned Company, Client or other members shall in no event be in breach of its obligations if the Materials are delivered late.
5.4 The Materials are deemed to be in a good condition and to comply with the required specifications and the Agreement, unless the Member has lodged a written complaint with the Authorised Person immediately after receipt of the Materials.
5.5 The Member must treat the provided Materials with proper care; if this is not observed, the costs arising therefrom shall be charged to the Member.
5.6 At any given time, the Materials shall be free from encumbrances, shall not have been pledged nor have any rights of retention or any other rights of third parties vested in the Materials.
5.7 The Member shall include in each and every purchase order and/or (sub)contract in connection with the Agreement that the Member and/or subcontractor confirm that at any given time, the Materials shall be free from encumbrances, shall not have been pledged nor have any rights of retention or any other rights of third parties vested in the Materials.
Article 6 – Intellectual Property & Confidentiality
6.1 All technical data, standards, specifications, etc. furnished by the Client, Assigned Company, Cooperative or other members for use by Member are and shall be continued to be the property of the Client, Assigned Company, Cooperative or other members.
6.2 Member agrees not to divulge any confidential information obtained from or during the execution of the Consulting Services to anyone, so long as, and to the extent that the same has not become part of the public domain.
6.3 Technical data, standards, specifications furnished by the Client, Assigned Company, Cooperative or other members shall not be copied or reproduced, except as required in connection with the Consulting Services rendered hereunder.
Article 7 – Applicable Law and Jurisdiction
7.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Dutch law.
7.2 The Parties shall use their best endeavours to settle any possible disputes in an amicable way. In the event conciliation fails, the court (rechtbank) of Amsterdam, the Netherlands has exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).
[End General Terms and Conditions of Membership]