GENERAL TERMS AND CONDITIONS FILL YOU IN VERSION:

VERSIE: December 2023

A. GENERAL
Article 1. Definitions

In these General Terms and Conditions of Fill You In, certain terms are capitalized. The terms written in uppercase have the following meanings, both in singular and plural: Acceptance: the approval by the Client of (parts of) the Software. Acceptance Procedure: the procedure defined in the Service Agreement by means of which the Client assesses whether or not to proceed with Acceptance of the Software. General Terms and Conditions: these General Terms and Conditions of Fill You In, applicable to all Service Agreements, quotations, orders, and agreements whereby Fill You In provides Services of any kind and under any denomination to the Client. Services: All services to be provided by Fill You In to a Client, including Secondment and/or Development as agreed upon by the Parties in the Service Agreement. Secondment: The provision of services whereby a Professional is made available by Fill You In to the Client remotely to perform tasks under the direction and supervision of the Client. Documentation: Any description of the Software and its characteristics, whether or not specifically intended for installation, implementation, use, management, and/or maintenance thereof. Fill You In: Fill You In B.V. located at (1083 HN) Amsterdam at Barbara Strozzilaan 201 and registered with the Chamber of Commerce under number 86893963, and contractor of the Client. Defect: The substantial non-compliance of the Software with the functional or technical specifications of the Software agreed upon by the Parties.

 

Development: Designing, creating, programming, implementing, and testing the Software by Fill You In as agreed upon in a Service Agreement. Client: The natural or legal person who avails Services from Fill You In. Client Rate: The rate payable by the Client to Fill You In for the Services, exclusive of surcharges, expense reimbursements, and VAT. The rate is calculated per hour, unless otherwise agreed upon in writing. Service Agreement: The agreement signed by the Parties of which these General Terms and Conditions are a part, which includes, inter alia, the nature and content of the Services, the duration of the assignment, the obligations of the Parties, and the Client Rate. Agreement: These General Terms and Conditions, Service Agreement(s), and any annexes declared applicable thereto by the Parties together. Parties: Fill You In and the Client jointly.

 

Professional: The natural person deployed by and/or on behalf of Fill You In at and/or for the benefit of the Client. This may be an employee in the employment of Fill You In, but for example also a subcontracted independent contractor or employee of a third party. Software: The software identified in the applicable Service Agreement made by or on behalf of Fill You In in the context of Development for the benefit of the Client. Third Party Software: The works and/or materials forming part of the Software, the intellectual property rights of which are owned by a third party, and which upon request of the Client can be specified by Fill You In. Intermediary: The Client – such as a broker – who, with the written consent of Fill You In, subcontracts Professionals to a third party. Business Days and Working Hours: Monday to Friday between 04:00 to 17:00 hours (Dutch time), excluding official national holidays and any other days agreed upon in advance.

Article 2. Applicability
  1. These General Terms and Conditions apply to all Service Agreements, quotations, orders, and agreements whereby Fill You In provides Services of any kind and under any denomination to the Client.
  2. These General Terms and Conditions consist of different parts. The conditions from section “A. General” apply in all cases. Specifically regarding Secondment, the provisions of chapter “B. Secondment” apply in addition to and deviating from this, and specifically regarding Development, the provisions of chapter “C. Development” apply in addition to and deviating from this.
  3. Deviations from and additions to these General Terms and Conditions are only valid if agreed upon in writing between the parties.
  4. The applicability of purchasing or other terms and conditions of the Client is explicitly rejected.
  5. Notwithstanding the provisions of article 2.5, in case of contradiction between agreements made between the parties in the Service Agreement and the General Terms and Conditions, the provisions of the Service Agreement shall prevail. In case of contradiction between provisions from chapters of these General Terms and Conditions, the specific more applicable provision shall prevail.
  6. Fill You In has the right to amend the General Terms and Conditions. Fill You In shall notify the Client of a change at least 30 days in advance. A change shall be deemed accepted by the Client and shall come into effect on the date indicated by Fill You In and shall be effective, unless the Client notifies Fill You In in writing within 30 days of the notification that they do not accept the change. In that case, Fill You In shall have the right to terminate the Agreement with a notice period of 30 days.
  7. If one or more provisions of these General Terms and Conditions are void or annulled, the Service Agreement(s) and the General Terms and Conditions shall remain in force for the rest. The provisions which are not legally valid or cannot be enforced shall be replaced by Fill You In, after consultation with the Client, by provisions which as much as possible correspond to the purpose of the provision to be replaced.
  8. The Agreement embodies the entire agreement between the Parties with regard to the subject matter of the Agreement and supersedes all prior agreements and understandings between the Parties with regard to that subject matter. Changes to the Agreement shall be recorded in writing to be effective and signed by all Parties.
  9. If Fill You In does not enforce parts of the Agreement, this cannot be considered as a waiver of the right to enforce this against the Client at a later stage.
  10. Fill You In has the right to transfer its rights and obligations under the Agreement to a third party. The Client is not entitled to transfer its rights and obligations under the Agreement to a third party (contract assignment) or to assign or encumber any of its rights hereunder without the prior written consent of Fill You In.
Article 3. Quotations and conclusion of the assignment
  1. All quotations provided by Fill You In and the prices and conditions stated therein are always entirely without obligation and, unless otherwise stated, have a maximum validity of 14 calendar days. The Client is responsible for the accuracy and completeness of the data provided by or on behalf of him to Fill You In on which Fill You In has based its offer, except for obvious typographical errors.
  2. There is only a binding offer if this has been made expressly in writing by Fill You In. Oral statements only bind Fill You In after it has confirmed them in writing
Article 4. Payments
  1. All prices and rates are exclusive of value-added tax (VAT) and other government-imposed levies specific to products or services. All prices communicated by Fill You In are in euros, and the Client must pay in euros.
  2. Each invoice from Fill You In has a payment term of 14 days from the invoice date unless otherwise indicated on the invoice or as determined in the Service Agreement. Amounts due shall be paid by the Client according to the agreed or invoiced payment terms. The Client is not entitled to suspend any payment or set off any amounts due.
  3. If the Client consists of multiple natural persons and/or legal entities according to the Agreement, each of those individuals or entities is jointly liable to Fill You In for fulfilling the Agreement.
  4. Regarding the Services provided by Fill You In and the amounts due from the Client for those, the data from Fill You In’s administration constitutes full proof, without prejudice to the Client’s right to provide counter-evidence.
Article 5. Client Rates
  1. The Client Rate, as originally agreed upon in the Service Agreement and potentially adjusted thereafter in accordance with further agreements and/or these General Terms and Conditions, is payable for the agreed (labor) hours for the Services and any additional hours worked, unless otherwise specified in these General Terms and Conditions or the Service Agreement.
  2. In the case of the Client Rate based on hours worked, the following surcharges apply on top of the agreed Client Rate:

Monday to Friday 04:00-17:00 hours No surcharge 17:00-22:00 hours 25% 22:00-04:00 hours 50% Saturday All hours 50% Sunday All hours 50% National holidays All hours N/A

 

  1. Fill You In is also entitled to adjust the Client Rate once per year based on the CBS (Statistics Netherlands) index figure for contractual hourly labor costs (business services). The new Client Rate will become effective from the first month following written notification by Fill You In to the Client. The adjustment of the Client Rate based on the CBS index figure for contractual hourly labor costs does not provide the Client with the right to terminate the Agreement.
  2. Fill You In reserves the right to change the Client Rates. Any increases in the Client Rates will be announced thirty (30) calendar days prior to the increase, via an email to the email address provided by the Client. If there is an increase in the Client Rates higher than the increase based on the CBS index figure as explained in Article 5.3 of these General Terms and Conditions, then the Client has the right to terminate the Service Agreement in writing, no later than the date on which the price changes take effect.

 

Article 6. Invoicing and Timekeeping
  1. This article applies to invoicing based on worked (labor) hours for the Services.
  2. Invoicing will be done by Fill You In in the prescribed manner based on the actual hours worked and accounted for, and if applicable, the surcharges applied on top of the hourly rate, which have been approved by the Client in advance.
  3. Separately, the Client submits the approved timesheet to Fill You In in the manner indicated by Fill You In. The Client must approve the timesheet and provide it to Fill You In by the last day of the month.
  4. The Client is required to carefully review the timesheets and the information provided by the Professional and supplement it as necessary to ensure its completeness and accuracy. The Client is responsible for the authorization of the employee(s) who approve the timesheets and accepts the responsibility for signing the timesheets and the related invoicing.
  5. If invoicing or timekeeping is done through timesheets submitted by the Professional, the Client retains a copy of the timesheet. In case of a discrepancy between the timesheet submitted by the Professional to Fill You In and the copy retained by the Client, the timesheet submitted by the Professional to Fill You In will be considered as full proof for billing, unless contradicted by evidence provided by the Client.
  6. Fill You In invoices the contractually agreed hours for that month plus an adjustment for the actual number of worked hours from the previous month in the second week of the month. This way, hired employees are paid at the same time as employees with a permanent contract with the client. The payment term is 14 days in accordance with Art. 4.2.
Article 7. Duration and Termination of the Service Agreement
  1. The Service Agreement is entered into for a definite or indefinite period.
  2. The Service Agreement for a definite period is entered into for:
    • a fixed period (a Service Agreement with a specified end date) or;
    • a determinable period (a Service Agreement on a project basis, where an objectively determinable event, such as completion of the project, terminates the Service Agreement) or;
    • a determinable period not exceeding a fixed period (a project with an ultimate end date).
  3. The Service Agreement for a definite period terminates automatically at the moment the agreed time elapses, when a pre-agreed future event occurs, or after reaching a certain agreed objective.
  4. If the duration of a Service Agreement depends on a future event or the achievement of a certain agreed objective, no interim termination is possible.
  5. Termination of a Service Agreement for a definite period is only possible at the end of the agreed duration, subject to a written notice period of one month.
  6. A Service Agreement for an indefinite period can only be terminated in writing at the end of the month, with a notice period of one month.
  7. The Client shall inform Fill You In 3 months before the end of the duration of a Service Agreement for a definite period whether and, if so, for what duration and under what other conditions it wishes to continue or extend the assignment. Fill You In will consider and evaluate each request for continuation or extension and determine whether and under what conditions it agrees to such request.
  8. Each Service Agreement terminates at the time one of the parties terminates the Service Agreement with immediate effect because: i. the other party is in default with regard to the performance of any obligation arising from the Service Agreement and/or these General Terms and Conditions; ii. the other party has been liquidated; iii. the other party has been declared bankrupt or has applied for a moratorium on payments; iv. the Client loses its disposal power over its assets or parts thereof due to attachment of its properties, placement under guardianship, or otherwise; v. Fill You In deems the collection of existing or future claims cannot be secured. If Fill You In bases the termination on any of these grounds, this shall not result in any liability of Fill You In for the damages suffered by the Client as a result thereof. As a result of the termination, Fill You In’s claims will become immediately due and payable.
  9. In the event of Secondment, if (i) the (employment) agreement between Fill You In and the Professional has terminated and this (employment) agreement is not continued immediately for the same Client and (ii) the Professional is not replaced by another Professional within 21 days or within a longer period to be determined by the Client and Fill You In, the Secondment terminates automatically.
  10. Provisions intended to continue after the termination of the Service Agreement, including but not limited to provisions regarding payment, liability, intellectual property, confidentiality, privacy, and applicable law, shall remain in force after the termination of the Service Agreement.
  11. Upon termination of the Agreement, regardless of the cause thereof, the Parties shall return all properties, equipment, information, and other items provided by the other Party in connection with the Agreement or the provision of the Services.
Article 8. Suspension
  1. Without prior written consent from Fill You In, the Client is not entitled to temporarily suspend the Service Agreement in whole or in part.
Article 9. Confidentiality
  1. Fill You In and the Client undertake to maintain strict confidentiality towards all third parties, of all information that comes to their knowledge about the counterparty in the context of the Service Agreement and of which they know or could reasonably have suspected that disclosure would be harmful or could be harmful to the counterparty. Data will in any case be considered confidential if one of the Parties has designated them as such. The Client acknowledges that the software provided by or through Fill You In always has a confidential character and contains trade secrets of Fill You In, its suppliers, or the producer of the software.
  2. Fill You In imposes a duty of confidentiality on its Professional(s). The Client shall not also directly bind the Professional to any confidentiality obligation(s) without consulting Fill You In and sending relevant written documents to Fill You In.
  3. Fill You In shall not be liable for any damages resulting from the breach by the Professional of a confidentiality obligation. The Client shall indemnify Fill You In against claims from third parties relating to non-compliance or defective compliance with any confidentiality obligation by the Professional.
Article 10. Privacy and Data Processing and Security
  1. The Parties shall comply with the General Data Protection Regulation and other relevant privacy laws and regulations regarding the protection of personal data (“Privacy Laws”). The Parties shall provide each other with all necessary assistance in concluding all agreements, arrangements, or formalities required under the Privacy Laws, if applicable.
  2. To the extent that Fill You In, as a processor within the meaning of the General Data Protection Regulation, processes personal data for the Client, Fill You In shall implement appropriate technical and organizational measures to ensure that the processing complies with the requirements of the General Data Protection Regulation and the protection of the data subjects is ensured. Fill You In shall process personal data only on the basis of written instructions from the Client, unless otherwise required by law.
  3. If applicable, the processing of personal data by Fill You In on behalf of the Client shall be regulated by means of a data processing agreement attached to the relevant Service Agreement, if applicable.
  4. If Fill You In is obliged under the agreement to provide a form of information security, that security shall meet the written specifications agreed upon between the parties regarding security. Fill You In does not warrant that the information security will be effective under all circumstances. If an expressly described method of security is lacking in the agreement, the security shall meet a level that, given the state of the art, the sensitivity of the data, and the costs associated with providing the security, can reasonably be expected from Fill You In. The Client shall adequately secure its systems and infrastructure and shall at all times have adequate information security in operation.
Article 11. Intellectual Property Rights
  1. All intellectual property rights to the software, websites, databases, equipment, training, testing, and examination materials, or any other materials developed under the Agreement or provided to the Client by Fill You In, including analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, shall exclusively belong to Fill You In, its licensors, or its suppliers. The Client shall only acquire the rights of use explicitly granted in these General Terms and Conditions, the written Service Agreement concluded between the parties, and those expressly provided by law. Any right of use granted to the Client is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.
  2. In the event that Software and Documentation provided by Fill You In are based on Development, Fill You In grants a non-exclusive, non-transferable, non-pledgeable, and non-sublicensable right of use for the purposes specified in the Service Agreement, unless otherwise agreed upon by the Parties in the Service Agreement.
  3. The Client shall not remove or alter any indication(s) regarding the confidential nature or concerning copyrights, trademarks, trade names, or any other intellectual property rights from the software, websites, databases, equipment, or materials of Fill You In.
  4. Only if agreed upon in writing, the source code of the software and the technical documentation made during the development of the software shall be made available to the Client, in which case the Client shall be entitled to make changes to the software. In all other cases, the Client’s right of use shall extend to the object code of the Software and not to the source code of the Software.
  5. The Client shall indemnify Fill You In against all claims from third parties related to an alleged infringement of the (intellectual property) rights of those third parties in connection with materials provided by the Client to Fill You In or the Professional within the scope of the offer, Service Agreement, or any other agreement.
  6. Fill You In is entitled to use the trademark, logo, or name of the Client in its external communication.
Article 12. Liability and Indemnification
  1. The total liability of Fill You In for attributable failures in the performance of the Agreement or on any legal basis whatsoever, expressly including any failure to fulfill a warranty or indemnity obligation agreed upon with the Client, is limited to compensation for damages as outlined in this article.
  2. Direct damages are limited to a maximum of the amount of the price agreed upon for the specific Service Agreement (excl. VAT). In no event shall the total liability of Fill You In for direct damages, on any legal basis whatsoever, exceed €20,000 (twenty thousand euros).
  3. Fill You In’s liability for indirect damages, including but not limited to lost profits, missed savings, damages due to business interruption, fines, damages due to loss or damage of data, or damage to reputation, is excluded in all cases.
  4. Damages for death, physical injury, or for material damage to property are limited to a maximum of €1,250,000 (one million two hundred fifty thousand euros).
  5. Unless performance by the Client is permanently impossible, Fill You In’s liability for attributable failure to perform an Agreement arises only if the Client promptly notifies Fill You In in writing of the default, specifying a reasonable period for remedying the default, and Fill You In continues to fail to perform its obligations even after that period. The notice of default must contain as complete and detailed a description of the default as possible, to enable Fill You In to respond adequately.
  6. A prerequisite for any right to compensation is that the Client reports the damage to Fill You In in writing as soon as possible after its occurrence. Any claim for damages against Fill You In shall lapse by the mere expiration of twenty-four months after the claim arose unless the Client has initiated legal proceedings for compensation of the damages before the expiration of that period.
  7. The exclusions and limitations of liability of Fill You In described in this Article 12 do not affect the other exclusions and limitations of liability of Fill You In described in these General Terms and Conditions.
  8. The exclusions and limitations described in this Article 12 shall not apply in case the damage results from intent or deliberate recklessness on the part of Fill You In’s management.
  9. Fill You In shall not be liable to the Client for obligations entered into by the Professional with the Client or third parties, regardless of whether permission for this has been granted by the Client or that third party.
Article 13. Force Majeure
  1. Neither Party shall be obliged to fulfill any obligation, including any statutory and/or agreed warranty obligation, if prevented from doing so due to force majeure. Force majeure on the part of Fill You In shall include, among other things: (i) force majeure of Fill You In’s suppliers, (ii) failure by suppliers prescribed by the Client to Fill You In to fulfill their obligations properly, (iii) defects in goods, equipment, software, or materials of third parties the use of which has been prescribed by the Client to Fill You In, (iv) government measures, (v) power failure, (vi) disruption of internet, data network, or telecommunication facilities, (vii) (cyber)crime, (cyber)vandalism, war or terrorism, and (viii) pandemic/quarantine. 2. If a force majeure situation lasts longer than sixty days, each of the Parties shall have the right to terminate the Agreement in writing. What has already been performed under the Agreement shall then be settled proportionally, without the Parties owing each other anything else.
Article 14. Applicable Law and Choice of Forum
  1. These General Terms and Conditions and all Service Agreements, quotations, and orders to which they relate are governed by Dutch law.
  2. All disputes arising out of or in connection with this Agreement shall exclusively be submitted to the competent court in Amsterdam.
B. DETACHMENT
Article 15. Applicability
  1. To the extent that Fill You In provides a Professional on the basis of Detachment to the Client, this section “B. Detachment” shall apply in addition to Chapter “A. General”.
Article 16. Execution of the assignment
  1. Fill You In is obliged to make best efforts to carry out the agreed Service Agreement to the best of its knowledge and ability with the assistance of competent Professionals, but Fill You In is not under an obligation to achieve a specific result, unless expressly agreed upon in writing.
  2. The Client shall provide all cooperation reasonably required for the proper execution of the Service Agreement and shall provide Fill You In with all relevant information before the commencement of the Service Agreement, including an accurate description of the desired profile of the Professional, the position, job requirements, working hours, duration of the assignment, and any applicable employment conditions as referred to in Article 12a of the Waadi.
Article 17. Professionals
  1. The selection of the Professional who carries out the activities under the Service Agreement will take place in close consultation between Fill You In and the Client. Fill You In reserves the right to withdraw or replace a previously proposed Professional at any time with another qualified Professional. The Client may only reject a proposal from Fill You In for replacement – if requested in writing and with justification – if the replacement Professional does not (sufficiently) meet the specified job requirements.
  2. Additionally, Fill You In is at all times entitled to propose to the Client the replacement of a Professional with another Professional, with regard to its business and/or personnel policy, job retention, or compliance with laws and regulations, in particular the Dismissal Decree. Such a proposal can only be rejected by the Client on reasonable – if requested in writing and justified – grounds.
  3. In the event of the Professional resigning or being unable to perform the activities due to death or incapacity for a period of at least four (4) weeks, Fill You In is entitled to replace the Professional with another Professional within a period of four (4) weeks.
  4. If the Professional is replaced by another Professional, the remuneration and/or the Client rate for the replacement Professional will be renegotiated based on the terms stated in these General Terms and Conditions.
  5. The Client is not allowed to assign the Professional to perform other activities than those agreed upon in the Service Agreement without prior written consent from Fill You In.
  6. Fill You In is not in default towards the Client and is not obligated to compensate for any damages if Fill You In cannot (anymore), or not to the extent as agreed upon in the Service Agreement or subsequently, deploy a (replacement) Professional at the Client.
  7. Fill You In is not liable for damages resulting from the deployment of a Professional who does not meet the requirements set by the Client unless the Client submits a written complaint to Fill You In within a reasonable period after the start of deployment and the damages suffered by the Client in that context are directly related to Fill You In’s attributable failure in selecting the Professional.
Article 18. Working hours, schedules, and leave
  1. The employment scope and working hours of the Professional at the Client are specified in the Service Agreement or otherwise agreed upon. The working hours, the duration of work, and the rest periods of the Professional are equal to the customary times and hours at the Client, unless explicitly agreed otherwise. The Client ensures that the duration of work and the rest and working hours of the Professional comply with legal requirements. The Client ensures that the Professional does not exceed the legally permitted working hours and the agreed employment scope.
  2. The Client undertakes to inform Fill You In in advance of any company closures during the term of the assignment.
  3. During the term of the Service Agreement, the Client shall immediately inform Fill You In of any company closure, but in any case four weeks before the closure; in default thereof, the Client is obliged to pay Fill You In the Client rate for the duration of the company closure, without deduction, based on the number of hours and overtime per period applicable under the Service Agreement and conditions most recently in effect or customary.
  4. The timing and duration of the Professional’s leave are determined by Fill You In after consultation with the Client.
Article 19. Management and supervision
  1. The work is carried out under the overall responsibility, management, and supervision of the Client, unless expressly agreed otherwise in writing. With regard to the management and supervision of the Professional, the Client shall behave in the same careful manner as towards its own employees and shall ensure a safe and healthy working environment.
  2. The results of the work performed by the Professional are at the risk of the Client. Fill You In is not liable for the quality of the results of work carried out under the supervision and management of the Client or for any damage caused by the Professional to the Client or third parties during the execution of activities under the Detachment.
  3. Damage suffered by the Professional during the execution of activities under the Detachment will be reimbursed to the Professional by the Client, unless such damage is the result of intent or conscious recklessness of the Professional.
  4. The Client may only assign the Professional in deviation from the provisions of the Service Agreement and General Terms and Conditions if Fill You In and the Professional have agreed to this in writing in advance.
Article 20. Subleasing
  1. Only with the express written consent of Fill You In may the Client “sublease” the Professional to a third party; i.e., make the Professional available to a third party for the performance of work under the supervision or management of this third party (or another). In the case of subleasing, the Client shall ensure that all relevant obligations from these General Terms and Conditions are fully and consistently agreed upon with its client and that the Client fully guarantees and is liable for compliance therewith. In particular, but not exclusively, the Client shall agree with its client on those provisions from these General Terms and Conditions concerning: a. Working hours; b. Working conditions; c. Takeover clauses; d. Liability; e. Payments; f. (Client) rates; g. Confidentiality/NDA; h. Subleasing.
  2. The Client indemnifies Fill You In against any third-party claim(s) in connection with the Client’s failure to comply with the obligations in this article.
Article 21. Position and remuneration
  1. Before the commencement of the Service Agreement, the Client provides a description of the function to be performed by the Professional, as well as the associated job requirements, the corresponding salary level, and any additional employment conditions. Fill You In ensures, in accordance with the provisions of this article, the payment of the Professional and the payment of due taxes and other obligations.
  2. The remuneration of the Professional, including any allowances and expense reimbursements, is determined in accordance with the employment conditions regulation of Fill You In and the applicable collective labor agreement and/or laws and regulations, based on the job description, salary level, and any additional employment conditions provided by the Client. The Client informs Fill You In in a timely manner, and in any case immediately upon becoming aware of any changes to or additions to this information, including salary increases.
  3. If it becomes apparent at any time that the job description does not correspond to the actual function performed by the Professional, the Client shall promptly provide Fill You In with the correct job description. The remuneration of the Professional will be renegotiated based on the new job description. The function and/or classification may be adjusted during the term of the Service Agreement if the Professional reasonably claims such adjustment based on laws and regulations or Fill You In’s employment conditions regulation. If the adjustment leads to a higher remuneration, Fill You In adjusts the remuneration of the Professional and the Client rate accordingly. The Client owes this adjusted Client rate to Fill You In from the moment the actual function is exercised.
Article 22. Client Fee & Payment
  1. In addition to and/or deviation from the article “4. Payments” and article “5. Client Fee,” the following provisions apply.
  2. The Client Fee is due in accordance with article 5.1 unless the Professional has not worked due to vacation, incapacity for work, and/or any other form of leave (such as emergency leave), or unauthorized absence of the Professional.
  3. Fill You In is entitled to adjust the Client Fee and expense reimbursements during the term of the Service Agreement if the (expected) costs of the Professional increase due to: a. (a change in) currency fluctuations, the applicable collective labor agreement or employment conditions scheme, including a general or periodic salary increase or promotion increase; and/or, b. changes in or as a result of laws and regulations, including changes in or as a result of social and fiscal laws and regulations.
  4. Fill You In will ensure the timely and full payment of the wage tax, national insurance contributions, employee insurance contributions, income-independent contribution under the Health Insurance Act, and value-added tax payable for the Professional provided under the agreement. Fill You In indemnifies the Client against any claims from the Tax Authorities or the social insurance implementing agencies that are due to the agreement with the Client, provided that the Client has fulfilled its obligations under the Service Agreement, promptly informs Fill You In in writing of the existence and content of the claim, and leaves the handling of the matter, including the settlement of any claims, entirely to Fill You In. To this end, the Client will provide Fill You In with the necessary powers of attorney, information, and cooperation to defend against these claims, if necessary in the name of the Client.
  5. Upon signing the Service Agreement, Fill You In will provide the Client, upon request, with a copy of the PF certification (Provident Fund Scheme) and an ESI certification (Employee’s State Insurance Scheme). These certifications confirm that Fill You In complies with the legal requirements for social security contributions and providing social security benefits to employees in India.
  6. Upon request of the Client, Fill You In will provide the Client with all necessary information to determine that Fill You In and its affiliated companies have paid the legally required wage taxes and value-added taxes, including a Declaration of Compliance with Tax Obligations.
  7. If the Professional requires specific training or work instructions for the performance of the Service Agreement, the hours spent by the Professional on this training will be invoiced to the Client as worked hours. Hours spent on other training will not be invoiced to the Client unless otherwise agreed upon. The necessary periods of absence for other training will be determined and, if possible, agreed upon between the Client and Fill You In at the beginning of the assignment in the Service Agreement.
  8. If, pursuant to article 8 of these General Terms and Conditions, permission is not granted to suspend the assignment from the Service Agreement, but the Client temporarily has no work for the Professional or cannot employ the Professional, the Client is obliged to pay Fill You In the Client Fee in full for the duration of the Service Agreement based on the last applicable or customary number of hours and overtime per period under the Service Agreement.
Article 23. Intellectual and Industrial Property
  1. Contrary to Article 11 of these General Terms and Conditions, the Parties intend that from the moment of payment of the Client Fee, the Client shall own all current and future intellectual property rights related to, granted to, or arising from the customized work performed by the Professional, whether solely or jointly with others, in accordance with the Service Agreement. Therefore, Fill You In hereby assigns, to the extent transferable, (in advance) all such intellectual property rights to the Client, subject to the condition of payment of the agreed Client Fee as mentioned in Article 23.2 below. The Client hereby (in advance) accepts this assignment.
  2. The transfer of the intellectual property rights mentioned in Article 23.1 shall take place subject to (and therefore not before) payment of the Client Fee relating to the respective Services. During the period until full payment of the Client Fee is received by Fill You In, Fill You In grants the right of use to the Client for the duration of the Service Agreement. This right of use granted to the Client is revocable, non-exclusive, non-transferable, and non-sublicensable.
  3. The Parties hereby agree that, on the date of payment of the Client Fee for the period during which intellectual property is created by the Professional in the context of the Service Agreement, Fill You In assigns to the Client all intellectual property rights resulting from the work performed under the Service Agreement. The Client hereby (in advance) accepts this assignment. This clause effects one or more transfers of intellectual property rights and should therefore be understood as a deed of transfer as mentioned, among others, in Article 2 paragraph 3 of the Copyright Act. Fill You In also warrants that the Professional has waived their moral rights (to the extent legally possible).
  4. The transfer of intellectual property rights only encompasses custom work developed for the Client and does not extend to standard frameworks (e.g., in the form of components, designs, algorithms, documentation, works, protocols, standards, and the like) that were developed by Fill You In prior to the start of the Service Agreement or outside the scope of the Service Agreement. The intellectual property rights to these “frameworks” remain with Fill You In (or its licensors, if applicable). To the extent that custom work developed for the Client is inseparably linked to these standard frameworks, Fill You In grants the Client a non-exclusive usage license for these frameworks, subject to the provisions of Article 34 of these General Terms and Conditions regarding Third Party Software. Until the full payment of the Client Fee, this usage license is revocable and, in any case, limited in time for the duration of the Service Agreement. After the full payment of the Client Fee, the aforementioned non-exclusive usage license is irrevocably granted.
Article 24. Direct Employment Relationship
  1. If the Client intends to enter into an employment relationship with a (proposed) Professional, the Client shall inform Fill You In thereof in writing in a timely manner before proceeding with this intention.
  2. If the Client enters into an employment relationship with the (proposed) Professional, the Client shall owe Fill You In a reasonable fee in connection with the costs of recruitment and selection of the (proposed) Professional and all further investments made by Fill You In or a company belonging to the Fill You In group, including the professional coaching and guidance of the (proposed) Professional and the training(s) attended by the (proposed) Professional, as referred to in Article 9a paragraph 2 of the Allocation of Workers by Intermediaries Act (Waadi).
  3. If the Client enters into an employment relationship with the Professional not immediately but within six (6) months after the end of their assignment, the Client shall also owe the fee referred to in paragraph 2. This applies both in cases where the Client has approached the (proposed) Professional for this purpose – directly or through a third party – and when the Professional – directly or through a third party – has applied to the Client.
  4. For the purposes of this article, entering into an employment relationship with a Professional means: entering into an employment contract, a contract for services, and/or an assignment agreement by the Client with the Professional; appointing the Professional as a civil servant for the same or different work; making the Professional available to the Client by a third party; entering into an employment relationship by the Professional with a third party, where the Client and that third party are directly or indirectly connected within a group.
C. DEVELOPMENT
Article 25. Applicability
  1. If and to the extent that Fill You In provides services to the Client in the context of Development, this chapter “C. Development” shall apply in addition to chapter “A. General.”
Article 26. Development
  1. Development takes place only based on a specifically designated Service Agreement. The provisions on Development from these General Terms and Conditions apply to every Service Agreement, unless specifically deviated from in the respective Service Agreement.
  2. Fill You In is not obligated to follow instructions from the Client in the execution of the Development, especially if these instructions alter or supplement the content or scope of the Development agreed upon in the Service Agreement. If such instructions are followed, the work performed shall be invoiced at Fill You In’s applicable rates.
Article 27. Additional Work
  1. The Parties may agree in the Service Agreement to include additional, specific terms for the Development. If such terms supplement or modify the terms of the initial Service Agreement, the scope, duration, and adjusted Client Fee of the variation or modification shall be expressly stated in the amended Service Agreement or in an annex to the Service Agreement signed by the Parties.
  2. If Fill You In, at the request or with the prior consent of the Client, performs work or delivers goods or services that fall outside the scope of the Service Agreement, such work or goods and services shall be invoiced to the Client based on the agreed rates or, if no rates have been agreed upon between the Parties, based on Fill You In’s applicable rates. Fill You In is not obligated to comply with such a request from the Client and may require a separate written Service Agreement for it.
  3. The Client realizes that adjustments and additional work may result in delays in deadlines and delivery times. Newly specified deadlines and delivery times communicated by Fill You In replace the previous ones.

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Article 28. Development Process and Specifications
  1. Fill You In conducts the Development with care and in accordance with the expressly agreed specifications in the Agreement, and, if applicable, in consideration of the project organization, methods, techniques, and/or procedures agreed upon in writing with the Client in the Agreement.
  2. Fill You In will reasonably keep the Client informed about the progress of the Development and will particularly inform the Client about significant obstacles or likely delays in the execution of the Development.
  3. Prior to the commencement of the Development, the Parties will assemble one or more teams consisting of representatives from both Fill You In and the Client. The team ensures that communication lines remain short and direct and that regular meetings take place. The Parties ensure the deployment, by both Parties, of the agreed capacity (for example, expressed in the need for full-time available staff) to team members in the functions and with the knowledge, experience, and decision-making authority necessary for the execution of the Agreement.
  4. Both Parties designate a qualified person to supervise the Development, and in the case of the Client, is authorized to grant approval on behalf of the Client, for example, for changes in capacity, changes in scope, and Acceptance (Single Point of Contact). The Client acknowledges that the availability of a person as Single Point of Contact is an important factor for the successful delivery of Services. Each of the Parties promptly informs the other Party of changes in the Single Point of Contact and provides the relevant contact details (at least: mobile phone number and email address).
  5. If the Parties have agreed to one or more Acceptance procedures, an Acceptance procedure takes place exclusively based on objective, measurable criteria agreed upon in advance in the Agreement, such as conforming to the agreed development standards. Defects and other imperfections are only repaired if the responsible team decides to do so, and in a subsequent iteration. If an additional iteration is necessary, the costs are borne by the Client. After the final development phase and Acceptance of the Software, Fill You In is not obligated to repair any defects or other imperfections, unless expressly agreed otherwise in writing.
Article 29. Conditions and Deadlines
  1. Fill You In endeavors reasonably to adhere to the deadlines and delivery times stated by him or agreed upon by the Parties. The interim deadlines and delivery dates specified by Fill You In or agreed upon by the Parties are always indicative (non-binding), unless expressly agreed otherwise in writing.
  2. If the Parties have agreed that the Development or other activities to be performed under the Agreement will be carried out in phases, Fill You In is entitled to postpone the commencement of the work for a subsequent phase until the Client has approved the results of the preceding phase in writing (in the case of Acceptance) and has paid all fees due to Fill You In.
  3. The Client acknowledges that a delay in the performance by the Client of his obligations under this Agreement may result in a delay in the execution of the Development. Except for Article 12 of these General Terms and Conditions, Fill You In is not liable to the Client for non-compliance with the timetable for the Development to the extent that such non-compliance results from a delay in the performance by the Client of his obligations under the applicable Agreement.
  4. Fill You In is not bound by an ultimate and/or fatal (delivery) date or (delivery) period whether or not if the Parties have agreed to an adjustment of the content or scope of the applicable Agreement (additional work, change of specifications, etc.) or a change in the approach to the execution of the Agreement, or if the Client does not, not timely or not fully fulfill his obligations under the Agreement. If additional work is necessary during the execution of the Agreement, this is not a ground for termination or dissolution of the Agreement by the Client.
  5. If exceeding a deadline or period is imminent, Fill You In and the Client will consult to discuss the consequences of the exceedance for further planning.
Article 30. Completion and Acceptance
  1. Costs for hosting and IT infrastructure (for production, acceptance, test environments, and after Acceptance) are borne by the Client. Fill You In may be asked to advise on the selection of a suitable hosting party.
  2. If the Parties have not agreed to an Acceptance test, the Client accepts the delivered Software ‘as is’, with all visible and invisible defects, without prejudice to the obligations incumbent upon Fill You In based on warranty obligations agreed upon by the Parties in the Agreement. If the Parties have not agreed to an Acceptance test, the Software is deemed to have been accepted by the Client upon delivery or, if an installation to be carried out by Fill You In is agreed upon in writing, upon completion of the installation.
  3. If the Parties have agreed to an Acceptance test, the following provisions apply, notwithstanding any specific or deviating acceptance provisions in the applicable Agreement:

a) Before a release is tested by the Client, the Client will prepare test scripts and share them with Fill You In in a timely manner.

b) If an Acceptance test is agreed upon, the test period is 10 Working Days after completion of the installation. During the test period, the Client may not use the Software for production or operational purposes. The Client conducts the agreed acceptance test with qualified personnel, sufficiently and in detail.

c) If an Acceptance test is agreed upon, the Client is obliged to verify whether the delivered Software complies with the expressly agreed functional or technical specifications in writing.

d) If testing on behalf of the Client involves the use of personal data, the Client warrants that the use of this data for this purpose is permitted.

e) The Software is deemed accepted: I. if the Client sends confirmation of Acceptance to Fill You In; II. if the Parties have agreed to an Acceptance test: on the first day after the test period, or III. if the Client uses the Software in any way for production or operational purposes.

f) There is only a Defect if it can be demonstrated by the Client and if it is reproducible. The Client will notify Fill You In of Defects promptly. Fill You In has no obligation regarding other imperfections in or to the Software than those relating to Defects within the meaning of the Agreement.

g) If it appears during the agreed Acceptance test that the Software contains Defects, the Client will notify Fill You In of the test results in writing, clearly, comprehensively, and comprehensibly no later than the last day of the test period. Fill You In endeavors to remedy these Defects within a reasonable period. Fill You In is entitled in this context to implement temporary solutions or problem-avoiding restrictions.

h) The Client is not entitled to refuse acceptance of the Software: I. for reasons unrelated to the specifications expressly agreed upon in writing between the Parties, or II. due to minor errors, being errors that – reasonably – do not impede the productive or operational use of the Software, without prejudice to Fill You In’s obligation to rectify these errors, or III. due to aspects of the Software that can only be subjectively assessed, such as aesthetic aspects of the user interfaces.