Terms and conditions

These General Terms and Conditions have been drawn up to define the legal framework that applies to
application is on the relationship between Nouvelle Équipe B.V., located at Bovenkerkerweg 6
(1185 XE) Amstelveen and registered in the Commercial Register of the Chamber of Commerce under number 94314527 (Nouvelle Équipe) and the company that makes use of the services of Nouvelle Équipe ("Client"), collectively referred to as “Parties”.

Article 1. Applicability of General Terms and Conditions and Formation of Agreement

a) These General Terms and Conditions apply: (i) to all legal relationships between
Nouvelle Équipe and Client, including issued quotes, offers, order confirmations, and appendices regarding the services of Nouvelle Équipe (the “Agreement”); (ii) to new, amended, or supplemented Agreements as well as to a legal relationship arising from or related to such an Agreement; and (iii) depending on the nature of the provision, also after the termination of an Agreement.

b) An offer from Nouvelle Équipe to Client is valid for one (1) month and then expires.

c) Deviating from the General Terms and Conditions is only possible if this has been expressly and in writing agreed upon by the Parties.

d) For the purposes of these General Terms and Conditions, an electronic message (via e-mail, WhatsApp, Telegram, Instagram, LinkedIn, Twitter, etc.) is equated with a written message.

e) Nouvelle Équipe is entitled to unilaterally amend these General Terms and Conditions. Amendments also apply to existing Agreements. In that case, Nouvelle Équipe will announce changes to these terms in writing prior to their entry into force. The amended general terms and conditions will take effect one week after notification or later if specified in the notification.

f) At the moment that one or more articles of these General Terms and Conditions conflict with mandatory legal provisions, the aforementioned mandatory provisions will replace the conflicting or invalid articles.

g) If an article is found to be wholly or partly invalid, unenforceable, or impracticable, the other articles shall remain unchanged and fully in force. The Parties shall attempt to replace the relevant article with a valid article that corresponds as closely as possible to the original intent of the Parties.

h) The applicability of the (possible) General Terms and Conditions of the Client is hereby expressly excluded.

i) Evident errors (such as typos, typing errors, and/or incorrect calculations) in quotations, offers, order confirmations, invoices, Agreements, etc. do not bind Nouvelle Équipe. Nouvelle Équipe will correct these errors as soon as possible.

j) Not only Nouvelle Équipe, but also all natural persons and/or legal entities who are directly or indirectly involved in the execution of the Agreement, may invoke these General Terms and Conditions.

Article 2. Description of services provided by Nouvelle Équipe

a) Nouvelle Équipe has been engaged by the Client to find and provide, for relatively short periods, a temporary, suitable, professional, independent service provider(s) (“Third Party”) as the executing party, as required by the Client for its business operations. The specific requirements are agreed upon in the Assignment Confirmation.

b) If Nouvelle Équipe deems it necessary for a proper execution of the Agreement, Nouvelle Équipe may change or supplement the work to be performed. Additional work may also be necessary for the correct execution of the Agreement. Nouvelle Équipe will inform the Client of this in a timely manner. After mutual consultation, the Parties will adjust the Agreement accordingly. A change or adjustment of the Agreement may affect the time at which it is started/completed and/or may have financial and/or qualitative consequences. When Nouvelle Équipe suspects this, it will inform the Client in a timely and written manner, also indicating the extent to which the change or supplement to the Agreement will result in an exceeding of the price. Nouvelle Équipe will only commence the additional work after written approval from the Client.

c) Nouvelle Équipe acts as an essential link (intermediary) between Client and the Third Party.

d) Nouvelle Équipe takes all administration and related service activities off the hands of the Client by ensuring that the Third Party has the proper hospitality experience and can deliver the required quality. The work of the executing party ranges from assistance in service to experienced chefs and everything in between or related thereto (cleaning, etc.).

e) The method of invoicing and other commercial agreements are documented in the Assignment Confirmation, which is provided separately to the Client and to which these General Terms and Conditions apply wholly and without limitation.

f) Nouvelle Équipe is authorized to have the work under the Agreement carried out by a third party. Article 7:404 of the Dutch Civil Code and Article 7:407 paragraph 2 of the Dutch Civil Code are fully excluded.

Article 3. Obligations of Nouvelle Équipe and Liability

a) Nouvelle Équipe shall do everything that can reasonably be expected of a company with experience in the relevant industry, to contract a professional, suitable executing party and to ensure that the appointed Third Party possesses all required qualifications and documents explicitly required by the Client.

b) Nouvelle Équipe performs the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. The Agreement to which Nouvelle Équipe commits, in any case, is always an obligation of effort and never an obligation of result.

c) The Client accepts liability only in the case of a attributable shortcoming in performance or an attributable unlawful act. The liability of Nouvelle Équipe towards the Client is at all times limited to a maximum of the amount paid to Nouvelle Équipe for the services that led to the alleged incurred damage.

d) Nouvelle Équipe is, if liability is assumed, only liable for direct damage suffered. Direct damage is understood strictly as: the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these General Terms and Conditions, any reasonable costs incurred to make Nouvelle Équipe's deficient performance comply with the Agreement, insofar as these can be attributed to Nouvelle Équipe, and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have resulted in limiting direct damage as referred to in these General Terms and Conditions.

e) The liability of Nouvelle Équipe for indirect damage (including, but not limited to, loss of profit, loss of turnover, missed opportunities, savings, and damage due to business interruption) is expressly excluded.

f) Nouvelle Équipe is not liable for damage caused by any persons engaged by Nouvelle Équipe who are involved in the performance of the Agreement, nor for other third parties. Article 7:658 paragraph 4 of the Dutch Civil Code applies.

g) Any claim for damages against Nouvelle Équipe arising from an (alleged) failure to perform under the Agreement shall in any case lapse one (1) year after the day following the day on which the event giving rise to the liability was discovered or reasonably should have been discovered by the Client.

Article 4. Obligations of the Client and nature of the relationship

a) The Client shall inform Nouvelle Équipe about the experience with the Third Party, after completing an Assignment, so that Nouvelle Équipe can address any points for improvement for quality purposes.
b) The Client shall communicate in a timely manner with Nouvelle Équipe regarding the desire to place a new Assignment(s) with Nouvelle Équipe and/or the termination of an already concluded Assignment(s). In the first case, what is considered timely will be assessed reasonably; in the latter case, timely means: one (1) month prior to the end of the concluded Assignment, per individual Assignment of a Third Party.

c) Disputes regarding the performance of the services will be discussed reasonably, so that an appropriate solution satisfactory to both Parties can be reached. In the event that the Third Party does not suit the Client, for legally acceptable reasons, Nouvelle Équipe will make efforts to provide suitable replacement as soon as possible. The Client shall inform Nouvelle Équipe of this in writing and grant them a reasonable period to provide suitable replacement.

d) The Client shall not, without the written consent of Nouvelle Équipe, hire the Third Party or its assistants – directly or indirectly – as an independent contractor or employee, during the term of the Agreement or for a period of 2 years from the completion of the last assignment via Nouvelle Équipe with the Client. The Client shall also not conduct business under the same conditions and without the written consent of Nouvelle Équipe with the Third Party in any way. Furthermore, the Client shall not, in the broadest sense of the word, compete with Nouvelle Équipe in the relevant hospitality sector. Should Nouvelle Équipe become aware that the Client has breached this clause, Nouvelle Équipe entitled to impose an immediately payable fine on the Client of 25,000.00 Euros, per violation/breach, as well as a penalty of €500.00 for each day that the violation continues. The Client acknowledges that this claim is owed to Nouvelle Équipe, regardless of whether further substantive negotiations are ongoing regarding this provision. This fine applies irrespective of whether the violation can be attributed to the Client, and a prior notice of default or judicial procedure is not required to forfeit the fine. Furthermore, Nouvelle Équipe does not need to have suffered any damage in order to claim the fine. In addition to imposing this fine, Nouvelle Équipe may claim other legal remedies to which he is entitled under the law.

e) The Client shall refrain from disclosing information of Nouvelle Équipe which he can reasonably suspect to be of a confidential nature. The penalty provision from the previous article paragraph shall apply accordingly.

f) The Client tolerates that Nouvelle Équipe can use the Client's company name for promotional purposes, unless the Client objects to this in writing.

g) If the Client terminates an existing Agreement before full payment for this assignment has been made and without observing the notice period referred to in Article 4 sub b), then the amount that should have been paid as if it were a fully executed Assignment shall be fully due and payable to Nouvelle Équipe.

h) In the event that an Assignment within the framework of the execution of the Agreement is provided to Nouvelle Équipe by the Client by more than one person, each of them shall be jointly and severally liable for the amounts payable to Nouvelle Équipe under the aforementioned assignment.

i) If such an assignment is given directly or indirectly by a natural person on behalf of a legal entity, that natural person can also be the Client in a personal capacity. It is required that this natural person can be considered the (co-)decision maker of the legal entity. In case of non-payment by the legal entity, the natural person is therefore personally liable for the payment of the invoice, regardless of whether it is issued, at the request of the Client or not, in the name of a legal entity or in the name of the Client as a natural person, or both.

j) If the Client, considering the circumstances of the specific case, exercises supervision and management over the Third Party, the Client bears full responsibility that the Third Party enjoys at least the same employment conditions as those applicable to employees working in equal or equivalent positions employed by the company where the secondment takes place: with regard to wages and other remuneration; based on a collective labor agreement or other non-statutory provisions of a general nature that are in force within the company where the secondment takes place, with regard to working hours, including overtime, rest periods, night work, breaks, vacation duration, and working on public holidays. Any liabilities in this context can be reclaimed by Nouvelle Équipe from the Client.

Article 5. Invoicing and payment

a) Nouvelle Équipe has the right to charge a reasonable down payment prior to the execution of the Agreement to the Client.

b) If the Client fails to pay the entire advance amount (on time), Nouvelle Équipe has the right to suspend the work under the Agreement until the agreed part has been paid. A late delivery of the service(s) that Nouvelle Équipe is to perform under the Agreement cannot then be attributed to Nouvelle Équipe. The Client indemnifies Nouvelle Équipe against all claims arising from the late delivery.

c) Invoices must be paid within fourteen (14) calendar days of the invoice date, unless the Parties agree otherwise in writing or if a different payment term is stated on the invoice.

d) If and insofar as the Client disputes an invoice from Nouvelle Équipe, they must notify Nouvelle Équipe in writing and with reasons within five (5) days of receiving the invoice. The undisputed part of the invoice remains payable on the due date.

e) Payment shall be made to the bank account number provided in the order confirmation by Nouvelle Équipe.

f) Only payments to Nouvelle Équipe are discharging.

g) The Client has no right to offset a claim against Nouvelle Équipe.

h) The price agreed upon in the Assignment Confirmation at the time of entering into the Agreement is based on the price level applicable at that time. Nouvelle Équipe is entitled to adjust the prices based on (a) any changes in cost factors that occur during the term of the Assignment, including taxes, levies, or other financial consequences resulting from government measures; (b) inflation, in accordance with the annual price index for commercial services calculated by CBS; and it may also adjust the prices (c) within three (3) months after the conclusion of the Agreement. The adjusted prices are automatically due. Adjusted prices, rates, and hourly wages will be communicated to the Client as soon as possible.

i) If the Client does not pay within the agreed period, Nouvelle Équipe shall send him a notice of default once, in which the Client is urged to pay the invoice within fourteen (14) calendar days. If the Client still does not pay the invoice, he shall be in default by operation of law. From that moment, Nouvelle Équipe is entitled to suspend all other obligations under the Agreement until the Client has fulfilled his payment obligation(s).

j) If the Client fails to fulfill or otherwise breaches one or more of their obligations under or in connection with the Agreement, all costs incurred by Nouvelle Équipe to obtain satisfaction of the claim, both in and out of court, shall be borne by the Client. In addition, the Client shall owe Nouvelle Équipe, besides the principal sum, the statutory (commercial) interest and extrajudicial collection costs. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs. For each late payment, a minimum amount of €40.00 applies for collecting the claim. Furthermore, Nouvelle Équipe may claim other compensation for damages.

k) In the event of late payment, Nouvelle Équipe is also entitled to demand immediate payment of all other outstanding invoices, regardless of whether they are already due or not. The foregoing also applies in the event of (provisional) suspension of payment by the Client, liquidation, (impending) bankruptcy, or if there is a seizure on the Client's assets, in the broadest sense of the word.

l) If the Client does not cooperate with the Agreement concluded, which must be executed by Nouvelle Équipe, he is nonetheless still obliged to pay Nouvelle Équipe the (full) amount agreed between the parties for the execution of the Agreement.

m) The prices as stated in offers, quotations, invoices, etc. from Nouvelle Équipe are exclusive of VAT and any other government levies, unless otherwise agreed in writing.

Article 6. Confidential information and other legal obligations

a) Both parties acknowledge that all confidential information and/or personal data exchanged during the execution of the assignment, such as, but not limited to, CVs (of representatives) of the performing parties, will be handled as required under all applicable laws and regulations (the GDPR and related legislation, including but not limited to the GDPR Implementation Decree).

Article 7. Termination of agreement

a) The Client is free to terminate the Agreement with Nouvelle Équipe in writing at any time, with due observance of a notice period of at least one (1) month, unless the Parties have agreed otherwise in writing.

b) Nouvelle Équipe may furthermore terminate or cancel the Agreement between the parties immediately in the event of (applied for) bankruptcy, (provisional) suspension of payments, liquidation, or seizure of assets of the Client, or when Nouvelle Équipe has good reason to fear that the Client will not (be able to) fulfil their obligations. Nouvelle Équipe is entitled to recover from the Client all damages resulting from this, and all claims against the Client are immediately and fully due from the moment such event(s) occur.

c) If the Client wishes to cancel an Agreement in whole or in part before it has been performed, this must be reported in writing to the Client. The time of cancellation is the moment of receipt of the aforementioned cancellation by Nouvelle Équipe.

d) In the event of cancellation, the Client owes Nouvelle Équipe a fee for the costs incurred by Nouvelle Équipe. This fee is based on the number of requested hours multiplied by the agreed hourly rate and is set at a minimum as follows:

i. If cancelled 72 hours before the start of the performance of the Agreement, the Client will be charged 20% of the number of requested hours.

ii. In case of cancellation 48 hours before the start of the performance of the Agreement, 40% of the number of requested hours will be charged to the Client.

iii. In case of cancellation 24 hours before the start of the performance of the Agreement, 60% of the number of requested hours will be charged to the Client.

e) The preceding article shall not affect the right of Nouvelle Equipe to recover the actual damages suffered from the Client, if these should prove to be higher than those stipulated in the preceding article. f) If the execution of the Agreement has already commenced and the Agreement, for any reason, is terminated earlier than the agreed end date, or fewer than the agreed number of hours is taken, the Client, in addition to the compensation for the actual hours worked, shall owe a compensation of 25% of the agreed rate per hour not taken. If different hourly rates are applied, the compensation for hours not taken shall be calculated based on the average of those hourly rates. g) Nouvelle Équipe has the right to cancel, terminate, or otherwise end the Agreement at any time, without giving reasons and without being obliged to compensate for any damages possibly suffered by the Client.

Article 8. Indemnification

a) The Client indemnifies Nouvelle Équipe against all claims from third parties related to the services provided by Nouvelle Équipe under the Agreement. If the Client is approached by third parties on this basis, the Client is obliged to assist Nouvelle Équipe both in and out of court and to promptly do everything that can be expected of him in such a case. If the Client fails to take adequate measures, Nouvelle Équipe is entitled, without notice of default, to take action itself. All costs and damages incurred by Nouvelle Équipe and third parties as a result will be entirely at the expense and risk of the Client.

Article 9. Force Majeure

a) Force majeure, in the context of the Agreement to be executed, shall mean any situation in which the performance by Nouvelle Équipe of its obligations towards the Client is wholly or partially prevented, or whereby the performance of Nouvelle Équipe's obligations cannot reasonably be expected from it, as a result of (1) failures or temporary or permanent non-performance by third parties on whom Nouvelle Équipe depends for the execution of the Agreement; (2) regulations issued or about to be issued by the government that prevent or restrict the execution of the Agreement; (3) technical and power failures or interruptions in utilities; (4) disruptions or interruptions in the internet; (5) (work) strikes and interruptions; (6) weather conditions; (7) physical injury or incapacity of Nouvelle Équipe or the persons on whom it depends for the performance of the Agreement with the Client; (8) natural or nuclear disasters and/or (threat of) war and terrorism.

b) If a situation as referred to above arises, as a result of which Nouvelle Équipe cannot fulfill its obligations towards the Client, those obligations shall be suspended as long as Nouvelle Équipe cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted thirty (30) calendar days, the parties have the right to terminate the non-performable part of the Agreement in writing.

c) In the event of the provisions of this clause, Nouvelle Équipe is not obliged to compensate any damages, even if Nouvelle Équipe derives any benefit as a result of the force majeure situation.

Article 10. Assignment of rights and obligations

a) The rights and obligations arising from an Agreement concluded between Parties may not be transferred by the Client to a third party without the prior written consent of Nouvelle Équipe.

b) Rights of a party under the Agreement cannot be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect within the meaning of Article 3:83 paragraph 2 of the Dutch Civil Code.

Article 11. Applicable law and jurisdiction

a) Dutch law applies to the Agreement between Nouvelle Équipe and Client.

b) Everything that is not explicitly regulated in these General Terms and Conditions will be subject to the applicable Dutch law. Should a dispute arise regarding these General Terms and Conditions, the court in Amsterdam is declared exclusively competent through this jurisdiction provision.