GENERAL HIRING CONDITIONS FOR TEMPORARY STAFFING LIBERTY GLOBAL B.V. /
LIBERTY GLOBAL SERVICES B.V. / LGI Mobile B.V.
1.
Definitions
The following terms used in these hiring conditions for temporary staffing and related appendices when
used in the singular, retain their meaning when used in the plural, and vice versa, unless the context of
the sentence clearly indicates a different meaning. For the purpose of this Agreement the following
definitions shall apply:
”Acceptance”
shall mean acceptance by LIBERTY GLOBAL of the Services
(pursuant to clause 7) through electronic approval of days (or hours in
case of temporary workers (“uitzendkrachten”) worked in the VMS; and
“Accepted” shall be construed accordingly.
”Affiliate”
shall mean, in relation to either party, those companies in which it
possesses, either directly or indirectly, greater than fifty per cent (50%)
of the outstanding voting securities.
“Assignment“
shall mean the contract in the sense of Art. 7:400 Dutch Civil Code, not
being an employment contract as in Art. 7:610 Dutch Civil Code,
subject to the stipulations in these Hiring Conditions and which states
the activities and other accomplishments by LIBERTY GLOBAL and
SUPPLIER in an electronic Order confirmation in the Vendor
Management System (VMS).
“BGL”
shall mean the statement (“Besluit geen loonheffing”) as granted by the
Tax Authorities that the assignor (“opdrachtgever”) is not required to
withhold tax on wages.
”Confidential Information”
shall mean as ascribed to it in clause 23.1.
“Contractor”
shall mean legal entity/agency deploying any of its employee(s) at
LIBERTY GLOBAL (professional).
“Deliverables”
shall mean all works of authorship, whether in hard copy or electronic
form, including but not limited to reports, test results, analyses
creations, manuals, supporting materials, improvements, programs,
program listings, programming tools, designs, inventions, discoveries,
recommendations and drawings to be created and/or provided by
SUPPLIER to LIBERTY GLOBAL pursuant to, and in full conformity
with, the terms of these Hiring Conditions.
“Event of Force Majeure”
shall mean the occurrence of any contingency beyond the reasonable
control of either party, including, but not limited to, war (whether a
declaration thereof is made or not), sabotage, insurrection, rebellion,
riot or other act of civil disobedience, act of a public enemy, act of any
government or any agency or subdivision thereof, judicial action, fire,
accident, explosion, epidemic, quarantine, restrictions, storm, flood,
earthquake, adverse weather conditions, Acts or threats of terrorism,
Acts of God, as a result of which the affected party is unable to perform
its obligations under the Contract, unless such occurrence is caused by
a party’s negligent act or omission.
”Hiring Conditions”
shall mean these general hiring conditions for temporary staffing,
including all appendices mentioned, which form an integral and
inextricably linked part of this document.
“Hiring Request”
shall mean the request by LIBERTY GLOBAL in the VMS for engaging
a SUPPLIER which describes the job requirements, Services,
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Deliverables and desired skills and experience of such SUPPLIER.
"Intellectual Property
Rights"
shall mean:
(a)
patents (granted and applications therefore), trademarks (granted
and applications therefore), service marks, registered and
unregistered designs, applications for any of those rights, rights in
semi-conductor topographies, trade and business names
(including internet domain names and email address names),
unregistered trademarks and service marks, copyrights (including
future copyright), know-how, database rights, rights in designs
and inventions and rights of confidentiality and/or trade secrets;
and
(b)
rights under licences, consents, orders, statutes or otherwise in
relation to a right in paragraph (a); and
(c)
rights of the same or similar effect or nature as or to those in
paragraphs (a) and (b),
in each case in any jurisdiction;
“LIBERTY GLOBAL“
shall mean either 1) Liberty Global Services B.V., 2) Liberty Global
B.V., or 3. LGI Mobile B.V., all of which are private companies with
limited liability organized under the laws of the Netherlands and having
their registered addresses at Boeing Avenue 53 (1119 PE) SchipholRijk, the Netherlands.
"Managed Service Provider” shall mean the Party contracted by LIBERTY GLOBAL
"(MSP)“
to manage multiple SUPPLIERS and to measure their effectiveness in
filling a position according to a Hiring Request. It will serve as a neutral
Party offering a complete workforce solution while ensuring efficient
operation and leveraging multiple SUPPLIERS to obtain competitive
rates.
“One-Man Company”
.
”Personal Data”
shall mean each person carrying out an economic activity without
authority relationship with regard to the choice of this activity, the
working Hiring Conditions and price agreement; working at its own
peril, for its own account and risk.
shall mean the same as in the EU Directive 95/46/EC of 24 October
1995; in particular and without limitation (in accordance with Article 17
of the Directive) in relation to personal data of which LIBERTY
GLOBAL is the “data controller” and which SUPPLIER “processes”.
”Personnel”
shall mean the employee(s) and/or consultant(s) of SUPPLIER and
temporary worker(s) (“uitzendkracht(en)”).
“Services”
shall mean all services provided by SUPPLIER, including without
limitation the provision of the Deliverables, in accordance with these
Hiring Conditions and as further described in the Assignment. Such
Services shall always be performed on a time and materials basis.
“SUPPLIER(S)“
shall mean the One-Man Company and/or the Contractor and/or the
temporary employment agency (“uitzendbureau”) performing Services
for LIBERTY GLOBAL and registered in the VMS. .
“VAR-WUO“
shall mean Independent Contractor Statement
(Verklaring
arbeidsrelatie - Winst Uit Onderneming) as granted by the Dutch Tax
Authorities - Profit from ordinary activities.
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“VAR-DGA“
shall mean Independent Contractor Statement (Verklaring
arbeidsrelatie - Directeur-grootaandeelhouder) as granted by the
Dutch Tax Authorities - Activities for the account and risk of a
partnership (shareholder).
“Vendor Management
System (VMS)“
shall mean the tool that - inter alia - distributes the
Hiring Request to SUPPLIERS, facilitates selection and matching of
profiles, offers automated time registration and approval.
2.
Applicability
2.1
The applicability of any general terms used or referred to by SUPPLIER is herewith explicitly
rejected.
2.2
These Hiring Conditions shall apply to all legal relationships between LIBERTY GLOBAL and
actual SUPPLIER.
2.3
No variation of these Hiring Conditions shall be effective.
2.4
In case of a dispute between the English text of these Hiring Conditions and translations thereof
the English version will prevail over any translations of this text.
3.
Appointment
3.1
SUPPLIER shall deliver Services to LIBERTY GLOBAL, based on Assignments to
be further specified. The Services to be delivered and activities to be carried out will be further
specified per case in the Assignment.
3.2
SUPPLIER does not have the exclusive right to deliver Services as described in these Hiring
Conditions or in the Assignment.
3.3
SUPPLIER shall not have the power, and shall not indicate to any third party that it has the
power, to bind or commit LIBERTY GLOBAL to any third party in any way whatsoever.
3.4
SUPPLIER may not appoint legal, accounting, sub-contractors or other professional advisors to
assist it in its provision of the Services without the prior written approval of LIBERTY GLOBAL.
3.5
SUPPLIER hereby declares to have received all the documents mentioned in these Hiring
Conditions and to be informed about all the Hiring Conditions and circumstances that apply to
the Services to be delivered to LIBERTY GLOBAL. Unfamiliarity with these documents is no
reason for the submission of claims.
3.6
LIBERTY GLOBAL retains the right to unilaterally change these Hiring Conditions and/or any of
the appendices at any moment. The altered version will be automatically become part of the
current Assignment(s) and will replace previous versions from the starting date specified.
3.7
An Assignment is accepted by an authorized person of SUPPLIER for the period stated therein
and for a specified number of days/hours per period. The number of days/hours will be specified
in the Assignment.
4.
Provision of the Services
4.1.
SUPPLIER agrees to the following:
(i)
(ii)
To assist LIBERTY GLOBAL with activities, consultancy and other work as further defined
below;
To dedicate such time and manpower as is required to perform the Services to the highest
professional standards;
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(iii)
(iv)
(v)
To use best efforts to attend any meeting required by LIBERTY GLOBAL in connection
with Services;
To provide LIBERTY GLOBAL with the relevant requested documentation and
Deliverables within a reasonable time frame; and
To comply with all legal and regulatory requirements imposed on it.
4.2
The Services shall be implemented in accordance with these Hiring Conditions and each
Assignment. Such Assignment shall describe in sufficient detail the Services, the Deliverables
and dates due, the location where the Services are to be performed, the form and level of
compensation, the allowable expenses, currency for invoice and payment and all other
information required to describe the assignment to which the Assignment relates.
4.3
In order to successfully provide the Services, SUPPLIER must meet all fixed deadlines which the
parties agree are material to the Assignment. Any unjustified delay will result in the application of
clause 24, below.
4.4
Except as may be required by law, no communication rendered by SUPPLIER, or any of its
Affiliates, in writing or otherwise in connection with the Services performed by SUPPLIER, or its
Affiliates, pursuant to these Hiring Conditions will be made, without LIBERTY GLOBAL’s prior
written authorization, which authorization shall not be unreasonably withheld.
4.5
SUPPLIER shall conduct a pre-assignment screening by checking the reliability and competence
of the Personnel/individuals performing the Services. For this purpose SUPPLIER shall pay
specific attention to verification of the employment history with any previous
“opdrachtgever”/employer and verification of academic and/or professional qualifications. All
Personnel/individuals performing the Services shall prove their identity by showing official identity
papers at LIBERTY GLOBAL on the first day of the Assignment. SUPPLIER and/or Personnel
and/or individuals performing the Services must be able to demonstrate that the checks have
been carried out satisfactorily, and LIBERTY GLOBAL reserves the right to audit the
SUPPLIER’s and/or Personnel’s and/or individuals’ performing the Services processes regarding
pre-assignment screening.
5.
MSP procedure
5.1
At the moment that LIBERTY GLOBAL has a job vacancy it shall submit a Hiring Request in the
VMS. The MSP will place such Hiring Request on the market, to enable SUPPLIERS to respond.
SUPPLIERS shall use best efforts to submit their best candidates. LIBERTY GLOBAL’s hiring
manager shall ultimately decide on final candidate and shall place and order. The MSP shall
inform SUPPLIER accordingly. Any questions and answers will be distributed by the MSP.
5.2
SUPPLIER shall accept the Assignment in the VMS. Such Assignment shall constitute the
Agreement between LIBERTY GLOBAL and SUPPLIER. SUPPLIER is required to upload the
documents forming part of the on-boarding requirements within 48 hours.
5.3.
The on-boarding requirements consist of the following mandatory requirements:

ID candidate (ID card or passport (no driving license))

WKA Verklaring (by assignee/Candidate) as granted by the Dutch Tax Authorities

VAR WUO or DGA (if candidate is a One-man company) as granted by the Dutch Tax
Authorities

Abstract Chamber of Commerce

Work permit ("tewerkstellingsvergunning") for Contractors, One-man companies outside
NL, as required

Proof of liability insurance (financial losses and administrative activities)

Proof of liability insurance (personal and material damage)
In addition, the following documents may be required, but are not mandatory:

Certificate of Good Conduct (if referred to in the Hiring Request) (for One-man companies
hired by Liberty Global’s HR, Finance and/or Legal department)

Diploma's & certificates and other documents (if referred to in the Hiring request)
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
E101/A1
form2
(http://www.answersforbusiness.nl/regulation/e101-statement
Contractors, One-man companies outside NL, but within EU
for
5.4
If any of the documents as stated in 5.3 have not been updated in time by SUPPLIER,
SUPPLIER shall not be able to enter the VMS and register and invoice the days/hours worked. In
such case, the Assignment will not be granted and LIBERTY GLOBAL retains the right to
immediately cancel the Assignment without being liable to pay any compensation.
5.5
Upon expiry date of the Assignment SUPPLIER will ensure that any item, as made available by
LIBERTY GLOBAL (such as security access badge), will be returned to LIBERTY GLOBAL,
within one week after the expiry date, under penalty of fifteen Euros (EUR 15) in case the
security access badge has not been returned.
5.6
If the term to offer Candidates has expired, SUPPLIERS can no longer respond to the open
Hiring Request. The MSP will inform SUPPLIERS accordingly of the allocation and/or refusal via
e-mail.
6
One-Man Company
6.1
A One-Man Company shall comply with all the legal requirements. To comply with legal
requirements as referred to in clause 5.3, it shall hereby declare to have a valid VAR-WUO,
remaining valid for the duration of the Assignment, and that the activities stated on such VARWUO correspond with the nature of the Services delivered according to the Assignment, and that
it has a valid proof of ID. In the capacity of shareholder, One-Man Company will ensure that it
can timely submit a valid VAR-DGA to LIBERTY GLOBAL.
6.2
If the facts and circumstances based on which the VAR-WUO or VAR-DGA and proof of ID were
issued have changed, and/or if the VAR-WUO and the proof of ID have lost their validity or are
revised, One-Man Company is required to immediate inform LIBERTY GLOBAL of this in writing.
6.3
If the duration of an Assignment exceeds the calendar year in which it was allocated, One-Man
Company is required to inform LIBERTY GLOBAL on its own account of the fact that a new VARWUO or VAR-DGA has been requested and issued, and submit a copy of this to LIBERTY
GLOBAL, under penalty of five hundred Euros (EUR 500) per day from the moment LIBERTY
GLOBAL has requested this document, without prejudice to the right to full compensation.
6.4
Neither party is considered to be an employee, agent, or joint-venture partner of the other party.
7.
Acceptance
Services will be Accepted once the days (or hours in case of a temporary worker
(“uitzendkracht”)) worked have been approved by LIBERTY GLOBAL in the VMS. If notified by
LIBERTY GLOBAL of any unsatisfactory Services, SUPPLIER shall, at no extra charge, promptly
correct the unsatisfactory Services within five (5) working days of LIBERTY GLOBAL’s
notification. If such Services are not corrected to LIBERTY GLOBAL’s satisfaction, LIBERTY
GLOBAL shall be entitled to terminate the relevant Assignment immediately without any cost to
LIBERTY GLOBAL.
8.
Fees
8.1
MSP shall pay SUPPLIER the fees specified in the compensation section of the Assignment
(the “Fees”).
8.2
The Fees stated in the Assignment include all taxes, duties, governmental levies and tariffs of
whatever kind applicable to each Service. LIBERTY GLOBAL will not pay any other taxes.
SUPPLIER shall indemnify and hold LIBERTY GLOBAL harmless from any possible claims by
the tax authorities and UWV (“social security board”) with respect to wage tax, social security
premium and any related costs incurred by LIBERTY GLOBAL as a result of or out of the
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Assignment and/or these Hiring Conditions. In the event that the Assignment will be considered
to be a (fictitious) employment relationship by the tax authorities, the UWV of the
Arbeidsinspectie (Labour Inspection) or any claims related to chain-liability. SUPPLIER will
independently and periodically ensure that taxes and obligatory premiums related to turnover
generated by SUPPLIER on account of the Assignment are paid.
8.3
All Fees and other amounts payable under the Assignment shall be invoiced and paid in Euros.
9.
Payments
9.1
Subject to Acceptance having occurred, MSP shall pay SUPPLIER within sixty (60) days of
receipt of SUPPLIER’s invoice unless such invoice is in dispute or is not in accordance with
these Hiring Conditions.
9.2
No increases in costs and/or fee shall be implemented during the term of an Assignment.
10
Invoicing
10.1 SUPPLIER shall register the days (or hours in case of a temporary worker (“uitzendkracht”))
worked on a weekly basis in the VMS on the following Monday falling in the week after such days
or hours, as the case may be, worked.
10.2 SUPPLIER shall be responsible for the correctness of its own invoice data, such as VAT number,
bank account number, name et cetera.
10.3 As referred to in clause 7, SUPPLIER shall invoice the MSP at the end of each month for days or
hours, in case of a temporary worker (“uitzendkracht”)), as the case may be, worked and shall
reference on each invoice the relevant placement and cost item number(s) as generated in the
VMS.
10.4 SUPPLIER cannot submit any invoices to MSP by regular mail. All invoices are processed
digitally and shall be sent to the following email address: [email protected].
11.
Report of Progress
Reports are available in the VMS for both Liberty and suppliers, providing information of the
performed Services, detailing all hours worked and expenses. Invoices have to be sent to the
MSP and will be accepted only when accompanied by the right placement and cost item
numbers that have been approved in the VMS by the hiring manager from Liberty.
12.
Ownership
12.1 Each party shall own all Intellectual Property Rights owned by it as at the Assignment date (the
“Existing IPR”) together with all enhancements and modifications thereto and all derivative
works created therefrom as a result of the performance of the Services.
12.2 All Intellectual Property Rights created hereunder as a result of the performance of the Services
which are not derived from (i) enhancements or modifications to the Existing IPR or (ii) derivative
works created from the Existing IPR shall be owned by LIBERTY GLOBAL unless agreed
otherwise between the parties.
12.3 SUPPLIER guarantees that each of its Personnel assigned to act on its behalf hereunder has
signed a proper written statement in which he/she assigns to LIBERTY GLOBAL all Intellectual
Property Rights to be owned by LIBERTY GLOBAL pursuant to the terms hereof and waives any
and all claims to these rights.
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12.4 SUPPLIER shall execute such documents, render such assistance, and take such other actions
as LIBERTY GLOBAL may reasonably request in order to vest in LIBERTY GLOBAL, at
LIBERTY GLOBAL’s expense, all Intellectual Property Rights which LIBERTY GLOBAL is
entitled to own pursuant to the terms hereof. Without limiting the foregoing and save to the extent
otherwise agreed, LIBERTY GLOBAL shall have the exclusive right to commercialize, prepare
and sell products based upon, sublicense, prepare derivative works from, or otherwise use or
exploit the Intellectual Property Rights owned by, and vested in, it pursuant to the terms hereof.
13.
Copyrights
SUPPLIER shall mark all copyrightable works owned by LIBERTY GLOBAL under this
Assignment with the following notice: “©20XX LIBERTY GLOBAL rights reserved”. SUPPLIER
shall (i) preserve any confidentiality or copyrights notices on any materials it receives from
LIBERTY GLOBAL pursuant to the Assignment, (ii) mark authorized copies of such materials
with the confidentiality and copyright notice as on the originals, and (iii) mark any materials it
creates pursuant to this Agreement with any confidentiality notice required by LIBERTY
GLOBAL.
14.
Personnel
Personnel provided by SUPPLIER consist solely of SUPPLIER’s employees and/or
temporary workers and/or consultants and SUPPLIER shall be fully responsible for (i)
compliance with all applicable laws and tax regulations regarding Personnel’s employment; (ii) its
own acts and those of its Personnel; (iii) ensuring that all Personnel are aware of and perform in
accordance with the terms of this Agreement when carrying out the Services; and (iv) ensuring
all intellectual property rights relating to the Services and Deliverables created by Personnel
and/or subcontractors are assigned to SUPPLIER in accordance with clause 12 (ownership), free
of all encumbrances.
15.
Assignment Rights
Except as otherwise provided by law, neither party shall assign its rights or delegate its duties
without the prior written consent of the other party, which shall not be unreasonably withheld,
delayed or conditioned, with the exception that LIBERTY GLOBAL may assign this Agreement to
any of its Affiliates. Any Affiliate of LIBERTY GLOBAL, may receive Services and Deliverables
through these Hiring Conditions. All references to "LIBERTY GLOBAL" in this Agreement shall
be deemed to include such Affiliates in the context of these Hiring Conditions. The Affiliate which
becomes a party to the Hiring Conditions shall be solely liable for all applicable obligations of
LIBERTY GLOBAL specified therein which arise from the Hiring Conditions it may negotiate
under this Agreement including, but not limited to, payment obligations. That same party shall
have the benefit of all applicable obligations of SUPPLIER established in this Assignment in
connection with the Hiring Conditions it may negotiate. In addition, these Affiliates shall have the
benefit of all warranties and other agreements of SUPPLIER hereunder with respect to Services
and Deliverables ordered by LIBERTY GLOBAL and transferred to any such entity.
16.
Infringement Indemnity
SUPPLIER, at its expense, shall indemnify and hold LIBERTY GLOBAL harmless from and
against any and all claims that the Services/Deliverables constitute an infringement of any third
party patent, copyright, trademark, service mark, trade secret or other legally protected
proprietary right except to the extent that such infringement is caused by the conduct of
LIBERTY GLOBAL or the use by LIBERTY GLOBAL in a manner inconsistent with the use for
which such Deliverables were intended. SUPPLIER shall pay all costs, fees (including attorney’s
costs) or damages incurred by LIBERTY GLOBAL for any such claim or settlement thereof to
which SUPPLIER consents. If any allegation of infringement of copyright or other intellectual
property right with respect to the Services/Deliverables is made, or in SUPPLIER’s opinion is
likely to be made, in addition to LIBERTY GLOBAL’s other rights and remedies under this
Assignment, the SUPPLIER shall at its expense, (i) procure for LIBERTY GLOBAL the right to
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continue using such Services/Deliverables; (ii) modify or replace the alleged infringing item so as
to avoid the alleged infringement; or (iii) terminate the relevant Assignment and refund to
LIBERTY GLOBAL all amounts already paid pursuant to the Assignment in respect of Services
not yet performed as at the date of termination.
17.
Indemnification
17.1 SUPPLIER shall indemnify and hold harmless LIBERTY GLOBAL, its Affiliates, its parent
companies and the directors, shareholders, agents and employees of each of them
(“Indemnities”), from and against any fine, penalty, loss, cost, damage, injury, claim, expense or
liability (individually and collectively referred to as “Liabilities”), as a result of SUPPLIER conduct
resulting in (i) injury to or death of any person, (ii) damage to, loss or destruction of any property,
(iii) contamination of or any adverse impact upon the environment, including clean-up, (iv)
attachments, liens or claims of workers or labourers, or (v) failure to comply with clause 26 of this
Agreement, except to the extent that Liabilities are caused by the active negligence or wilful
misconduct of LIBERTY GLOBAL. SUPPLIER shall pay all costs, fees (including attorney’s fees)
and damages which may be incurred by LIBERTY GLOBAL for any such claim or action or
settlement thereof to which SUPPLIER consents.
17.2 SUPPLIER shall indemnify Liberty Global from any possible claims by the tax authorities and the
social security board (“UWV”) with respect to wage tax, social security premium and any related
costs incurred by Liberty Global as a result of or out of the Agreement and/or arising in the event
that the Agreement will be considered to be a (fictitious) employment relationship by the tax
authorities, the UWV (Social Security Board) or the Arbeidsinspectie (Labour Inspection) or any
claims related to chain-liability. If any alterations take place with regard to the statutory
regulations concerning chain-liability during the term of the Assignment, the Assignment will be
adjusted in accordance with the amendment and any stipulations in this article which contravene
the new statutory regulations, will lapse.
18
Liability and indemnity
18.1 Save for SUPPLIER’S unlimited indemnity under clause 16 (Infringement indemnity) and clause
17 (Indemnification) and save for events of fraud, death, injury, negligence and breach of
confidentiality and data protection obligations, the aggregate liability of either party relating to or
arising from the Assignment and its Hiring Conditions for any and all causes of action whether
based on contract, tort or any other theory of law will be limited as follows:
a.
Property damage to material, moveable goods, with a maximum of one million Euros (Euro
1,000,000.00) per event or related series of events.
b.
Pure financial loss with a maximum of five hundred thousand euros (EUR 500,000) per
event, related series of events or in the aggregate
c.
If multiple events as described above take place within one calendar year, the maximum
liability for damage is limited to two million Euros (Euro 2,000,000.00). If multiple claims
are filed and these together per event exceed the maximum amounts given, the claims will
be fulfilled up to the maximum given.
18.2 In no case is LIBERTY GLOBAL liable for any consequential or indirect damage suffered by
SUPPLIER or a third party, which includes but is not limited to loss of reputation, loss of trading
time, damage suffered by customers or suppliers or immaterial damage.
18.3 SUPPLIER will ensure that for the duration of the Assignment, it is covered by adequate
insurance cover in respect of liabilities assumed under 18.1 As proof of such, SUPPLIER will
submit a yearly proof of insurance to LIBERTY GLOBAL according to article 5.3 of these Hiring
Conditions.
18.4 SUPPLIER will immediately inform LIBERTY GLOBAL of all mutations with regard to insurances
as meant in Art. 18.2., if such an alteration can influence the insurance status of SUPPLIER
and/or Assignment.
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18.5 LIBERTY GLOBAL and SUPPLIER will inform each other as soon as possible after a damage
event, but in any case within a maximum term of three months after the damage was caused or
suffered. LIBERTY GLOBAL and SUPPLIER are required at all times to take suitable measures
to minimize damage, and also claims for compensation.
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19.
Warranties
SUPPLIER represents and warrants that:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
20.
any and all Services and Deliverables provided hereunder shall be in full conformity with
the Assignment and its Hiring Conditions;
the Services will be performed promptly, diligently, and professionally and to LIBERTY
GLOBAL’s satisfaction;
its Personnel has the necessary skills and expertise to perform the Services;
its Personnel is fully informed about the content of these Hiring Conditions and
Assignments and comply with all the stipulations contained herein;
all rights assigned to LIBERTY GLOBAL in accordance with clause 13.2 (Ownership)
(written statement with regard to intellectual property rights), above have not been
otherwise assigned, licensed, disposed of or encumbered, in whole or in part;
it has obtained the written consent of its Personnel that (a) he/she consents to assign all
intellectual property rights through SUPPLIER to LIBERTY GLOBAL and (b) he/she shall
keep all information related to the Services, Deliverables and the Hiring Conditions and/or
LIBERTY GLOBAL in strict confidence;
neither SUPPLIER nor any of its subsidiaries, Affiliates, directors, officers, employees,
agents, consultants, contractors, sub-contractors or representatives (whether domestic or
foreign),in the course of its actions in connection with providing or acquiring the services or
otherwise in connection with the ASSIGNMENT has: (i) used or will use any funds for any
unlawful contribution, gift, entertainment or other expense relating to political activity; (ii)
made or will make any direct or indirect unlawful payment to any foreign or domestic
government official or employee; in each of (i) and (ii), if such action were taken by a
person subject to such law; with respect to SUPPLIER, SUPPLIER agrees to comply with
the principles enshrined in LIBERTY GLOBAL´s code of Business Conduct and LIBERTY
GLOBAL´s Anti-Corruption Policy attached hereto as exhibit 1 and 2 in the performance of
the ASSIGNMENT. Among the types of conduct prohibited by LIBERTY GLOBAL´s Code
of Business Conduct are undisclosed SUPPLIER conflicts of interest. Such SUPPLIER
conflicts of interest must be disclosed by any authorized officer of the SUPPLIER. A
SUPPLIER conflict of interest is deemed to exist any time there is a Significant
Relationship between a SUPPLIER or SUPPLIER Representative and any LIBERTY
GLOBAL related person. For this purpose the term ´´Significant Relationship´´ means any
direct or indirect financial, social or family relationship, the term ´SUPPLIER
Representative´´ means any of its directors, officers, employees, consultants and/or other
representatives of LIBERTY GLOBAL, and /or (b) any family member or friend of a
LIBERTY GLOBAL Related Person. For this purpose Supplier also includes its direct and
or indirect shareholders and /or partners. SUPPLIER shall also disclose the ownership
structure of its business including the ownership structure of its ultimate parent company
or owner(s). Where the existence of a Significant Relationship is identified, LIBERTY
GLOBAL and Supplier shall take the necessary measures to ensure that such Significant
Relationship does not at any stage materially influence the decision of LIBERTY GLOBAL
or any of its subsidiaries to purchase through SUPPLIER.
Conflict of Interests
SUPPLIER shall provide the Services on an independent basis and SUPPLIER or members of
SUPPLIER's core team shall not, without prior notification to LIBERTY GLOBAL, act at the same
time as advisor to, or perform Services for, any major cable operator Supplier discussing similar
technology issues as envisaged by the Assignment or in the Hiring Conditions, in a country
where the Services or part of the Services are performed. In the event that SUPPLIER does so
notify LIBERTY GLOBAL under the terms of this clause 23 (Conflict of interests), LIBERTY
GLOBAL shall be entitled to terminate this Assignment immediately by written notification to
SUPPLIER.
21.
Confidentiality and Data Protection
21.1 Confidentiality
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21.1.1 SUPPLIER shall at all times, during the term of this Assignment and after its
termination, keep in the strictest confidence all information relating to LIBERTY
GLOBAL of a secret, confidential or proprietary nature, being any information not in the public
domain or not legally obtainable from any source other than LIBERTY GLOBAL and which is
provided by LIBERTY GLOBAL, or its advisors, to SUPPLIER ("Confidential Information").
21.1.2 SUPPLIER undertakes to inform its Personnel of the confidentiality obligations contained
herein and obtain their commitment to be bound by such confidentiality obligations, prior to
initiation of the Services.
21.1.3 All Confidential Information shall be provided by SUPPLIER only to its Personnel and to those
ancillary partners directly involved in the performance of the Services to be performed (together
the “Permitted Recipients”).
21.1.4 SUPPLIER shall ensure that all Permitted Recipients shall keep the Confidential Information
secret. No Confidential Information will be provided by SUPPLIER to any third party and
SUPPLIER shall ensure that the Permitted Recipients do not provide any Confidential
Information to any third party.
21.1.5 If the engagement between LIBERTY GLOBAL and SUPPLIER is terminated in accordance
with clause 23 (Term and Termination) below or when the Services have been completed,
SUPPLIER shall immediately return, and will cause the Permitted Recipients to return, all
Confidential Information (howsoever stored and whether in writing, on computer disk or any
other means of storage) to LIBERTY GLOBAL.
21.1.6 LIBERTY GLOBAL shall provide such information in relation to LIBERTY GLOBAL, it’s
business, affairs and activities (including all such Confidential Information) to SUPPLIER as
SUPPLIER may reasonably require in order to perform the Services.
21.1.7 This confidentiality provisions set out in this clause 21.1 (Confidentiality) shall survive any
termination of the Assignment and its Hiring Conditions for a period of three (3) years following
term of the termination.
21.1.8 In the event that SUPPLIER or its Personnel fail to comply with the instructions or prohibitions
set out in the provisions of this clause 21.1, LIBERTY GLOBAL shall have the right to recover
from SUPPLIER by way of liquidated damages a sum equal to ten percent (10%) of the Fees
payable by SUPPLIER under the relevant Assignment and its Hiring Conditions, without
prejudice to any other remedies of LIBERTY GLOBAL under this Assignment and its Hiring
Conditions or Dutch law.
21.2 Data Protection
In performing its obligations under the Assignment, SUPPLIER is processing personal data
controlled by LIBERTY GLOBAL and therefore agrees to the following:
(a)
SUPPLIER shall process the personal data only on behalf of LIBERTY GLOBAL and only
for the purposes of performing the Assignment and these Hiring Conditions and only in
accordance with the instructions contained in the Assignment and these Hiring Conditions
or received from LIBERTY GLOBAL from time to time; SUPPLIER shall inform LIBERTY
GLOBAL promptly if it deems any instructions to be in conflict with applicable laws or
otherwise unlawful or in conflict with the terms of the Assignment and these Hiring
Conditions; SUPPLIER shall ensure that access and use of the systems/tools processing
personal data are intended solely for access and use in the European Economic Area and
Switzerland and no transfer of personal data, including any transfer via electronic media,
shall take place out of the European Economic Area and Switzerland without LIBERTY
GLOBAL’s prior written approval.
(b)
SUPPLIER shall not modify, amend, alter the content of the personal data or use it for its
own purpose or disclose or otherwise communicate or permit the disclosure or other
communication of any of the personal data to any third party, except as specifically
instructed by LIBERTY GLOBAL and as necessary for the purpose of performing the
Assignment and these Hiring Conditions; for the avoidance of doubt, disclosure of
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personal data by SUPPLIER where required by law shall require LIBERTY GLOBAL’s
written prior approval, which will not be unreasonably withheld.
(c)
SUPPLIER shall not engage any sub-contractor for the processing of personal data
controlled by LIBERTY GLOBAL under the Assignment and these Hiring Conditions
without prior written approval of LIBERTY GLOBAL. Subject to the aforementioned prior
written consent, SUPPLIER shall have the obligation to conclude a written agreement with
such sub-contractor which shall include the same data protection terms and Hiring
Conditions as SUPPLIER’s and warranties that all controls as set forth in sub-clause (h)
here below can be performed also towards such sub-contractor. SUPPLIER shall be fully
liable towards LIBERTY GLOBAL for any such sub-processor engaged by it.
(d)
SUPPLIER shall take the appropriate technical and organizational measures to protect the
personal data against unauthorized or unlawful processing and against unlawful or
accidental destruction, accidental loss, falsification, unauthorized dissemination, damage,
alteration, unauthorized access or disclosure. SUPPLIER agrees to store and process
personal data from other data controllers strictly separate from the personal data
processed under Assignment and these Hiring Conditions.. SUPPLIER shall keep proper
records of any such measures taken within its organization and supervise compliance on a
regular basis.
(e)
SUPPLIER shall take reasonable steps to ensure the reliability of any of SUPPLIER’s
employees, agents, contractors and sub-processors who have access to the personal
data. SUPPLIER shall ensure that only those of SUPPLIER 's Personnel who need to
have access to the personal data are granted access to such data and only for the
purpose of the performance of the Assignment and these Hiring Conditions and that they
are informed of the confidential nature of the personal data. SUPPLIER must require its
Personnel to acknowledge the terms of this Clause and ensure compliance by its
Personnel with these terms.
(f)
SUPPLIER shall use all reasonable efforts and provide full cooperation to assist LIBERTY
GLOBAL in complying with all obligations imposed by Data Protection Laws on LIBERTY
GLOBAL, in particular in respect of the data subject’s right of access and its rights to
rectification and erasure of the data within the statutory response periods; SUPPLIER shall
promptly comply with any request from LIBERTY GLOBAL requiring SUPPLIER to amend,
transfer or delete personal data and SUPPLIER shall promptly notify LIBERTY GLOBAL of
any personal data incident in connection with its data processing activity; personal data
incidents include situations of personal data breach and any other unauthorized or other
unlawful disclosure or processing of personal data and situations where any personal data
is lost, destroyed or becomes damaged, corrupted or unusable; the notification to
LIBERTY GLOBAL must include all the relevant information needed for LIBERTY
GLOBAL to comply with its obligations under applicable law; SUPPLIER must restore any
lost, destroyed or damaged, corrupted or unusable personal data at its own expense.
Legal obligations to inform data subjects on personal data incidents are solely in the
responsibility of LIBERTY GLOBAL. SUPPLIER shall not give any information on personal
data incidents to third parties.
(g)
SUPPLIER shall permit LIBERTY GLOBAL or its external advisers (subject to such
advisers being bound by satisfactory confidentiality obligations) to inspect or audit
SUPPLIER's data processing activities and to comply with reasonable requests or
directions of LIBERTY GLOBAL to enable LIBERTY GLOBAL to verify that SUPPLIER is
in compliance with its obligations under the Assignment and these Hiring Conditions .
During the course of the audit, SUPPLIER shall make available one or more of its
managers or senior officials with the appropriate level of expertise and authority to (i)
answer any reasonable queries of LIBERTY GLOBAL or its external advisers, and (ii)
permit access to all relevant facilities and systems used by SUPPLIER to process
personal data under the Assignment and these Hiring Conditions.
(h)
Promptly after termination of the Assignment and these Hiring Conditions or upon request
by LIBERTY GLOBAL at any time, SUPPLIER shall and shall procure that its subprocessors shall at the choice of LIBERTY GLOBAL promptly return to LIBERTY
GLOBAL, or destroy, or delete from its systems, all personal information, materials,
documentation (including all copies in every form and media) in its power, possession or
control unless legislation or a legal requirement imposed on the SUPPLIER (or on the sub-
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processor) prevents it from returning, destroying or deleting all or part of the personal data
processed. Upon request of LIBERTY GLOBAL, SUPPLIER shall provide sufficient
evidence to LIBERTY GLOBAL of the return, the destruction or deletion of the personal
information. In circumstances where SUPPLIER is not able to return, destroy or delete the
personal data on account of legislation or a legal requirement imposed on it, SUPPLIER
guarantees the confidentiality of the personal data transferred and will not undertake any
further processing of the personal data.
22.
(i)
SUPPLIER shall indemnify LIBERTY GLOBAL against all third-party claims which may be
filed or threatened against LIBERTY GLOBAL because of violation of any applicable Data
Protection Laws which are imputable to SUPPLIER.
(j)
SUPPLIER shall indemnify LIBERTY GLOBAL against all claims of third parties, including
government bodies, which may be filed or threatened against LIBERTY GLOBAL because
of a violation of the laws concerning the statutory retention periods by SUPPLIER.
(k)
For the purpose of this Clause, “personal data”, “process/processing”, “controller” and
“processor” shall have the same meaning as in the applicable Data Protection Laws or
Directive 95/46/EC with regard to the processing of personal data (the “Data Protection
Directive”); in particular and without limitation (in accordance with Article 17 of the Data
Protection Directive) in relation to personal data of which LIBERTY GLOBAL is the “data
controller” and which SUPPLIER “processes”. “Data Protection Laws” mean all applicable
country-specific data protection laws, including and not limited to the Directive 95/46/EC
and the Swiss Data Protection Act with regard to the processing of personal information,
whether in existence as of the effective date of the Assignment and these Hiring
Conditions or enacted during the term of the Assignment and these Hiring Conditions ;
“personal data breach” shall have the same meaning as in the Directive 2002/58/EC (as
amended).
(l)
For the purpose of this Clause only, LIBERTY GLOBAL has entered into the Assignment
and these Hiring Conditions on its own behalf and on behalf and for the account of any
other group member of the LIBERTY GLOBAL group (“the Affiliates”) for which SUPPLIER
also processes personal data of which the Affiliates are data controllers under the
Assignment and these Hiring Conditions.
(m)
The provisions in this Clause shall constitute the processing agreement between LIBERTY
GLOBAL and SUPPLIER and between each of the Affiliates and SUPPLIER respectively
as required pursuant to applicable Data Protection Laws.
Timescales and Delays
22.1 LIBERTY GLOBAL shall expect from SUPPLIER full support in order to meet the deadlines, if
any, set forth in the Assignment. SUPPLIER will use best efforts to ensure that the Services and
Deliverables or parts thereof are completed by planned completion date specified in the
Assignment, or such later date as may be determined by agreement of the parties.
22.2 In the event of any failure by SUPPLIER to perform the Services or deliver the Deliverables in
accordance with the Assignment as a result of any act or omission of SUPPLIER or its
Personnel, LIBERTY GLOBAL shall have the right to withhold payment of related Fees until
satisfactory performance, without prejudice to any other remedies of LIBERTY GLOBAL under
this Assignment and these Hiring Conditions or Dutch law.
23
Term and termination
23.1 LIBERTY GLOBAL may terminate any Assignment without cause with a notice period of one
week, subject to settling in full all amounts due under such Assignment as at the date of such
termination as further mentioned in clause 23.2 below. Consistent with the preceding sentence,
LIBERTY GLOBAL shall compensate SUPPLIER for the following costs: All work completed and
reasonable expenses incurred up to the date of termination pursuant to approval by LIBERTY
GLOBAL of days or hours (in case of a temporary worker (“uitzendkracht”)) worked.
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23.2 If an Assignment has been terminated in accordance with clause 23.1 above, LIBERTY GLOBAL
shall be under no liability other than to make payment for satisfactory Services rendered up to
the effective termination date and any expenses incurred or committed to the date of termination.
SUPPLIER shall make best efforts to minimize the amount of such expenses for which LIBERTY
GLOBAL will be liable. Such termination shall be without prejudice to any rights that LIBERTY
GLOBAL has against SUPPLIER.
23.3 Notwithstanding its other remedies, either party may immediately terminate an Assignment if the
other party (i) is in material breach of any of its obligations hereunder or these Hiring Conditions
and/or Assignment, which breach continues after written notice and a reasonable opportunity to
cure or (ii) is unable to pay its debts as they mature; becomes insolvent; is subject to bankruptcy,
reorganisation, moratorium, insolvency or similar proceedings for the relief of financially
distressed debtors; is subject to winding up, dissolution or liquidation (judicial or non-judicial)
proceedings; voluntarily or involuntarily suspends or discontinues its business; liquidates or sells
a substantial part of its assets; makes an assignment for the benefit of its creditors; or is subject
to the appointment of a receiver, liquidator or other third party over its assets or business.
23.4 In case the Contractor, after he was hired for a period of at least 60 days is recruited on the basis
of an employment contract (termination of the Assignment), LIBERTY GLOBAL will pay the
SUPPLIER of the contractor a fee as indicated below:

After 3 months including one week of absence, so 60 days hired, the fee will be 10% of the
fees paid to the SUPPLIER

After 6 months including two weeks of absence, so 120 days hired, the fee will be 5% of
the fees paid to the SUPPLIER

After 9 months including three weeks of absence, so 183 days hired, the feel will be 0% of
the fees paid to the SUPPLIER

After 12 months including four weeks of absence, so 242 days hired, the fee will be 0% of
the fees paid to the SUPPLIER
24.
Compliance
SUPPLIER shall comply with all laws and regulations in force in the country where the Services
and Deliverables are to be provided under the Assignment and these Hiring Conditions. Such
regulations shall include, but are not limited to: 1) Liberty Global’s most recent house rules and
regulations, plus additional instructions issued by LIBERTY GLOBAL and 2.) regulations and
laws regarding the payment of taxes and premiums, safety, environment, health and safety
measures.
25.
Governing Law
The Assignment and these Hiring Conditions shall be construed in accordance with Dutch law
and subject to the exclusive jurisdiction of the Dutch courts in Amsterdam, the Netherlands.
26.
Publicity
SUPPLIER shall not use LIBERTY GLOBAL’s name or trademarks or any language, pictures or
symbols which could, in LIBERTY GLOBAL’s judgment, indicate or imply LIBERTY GLOBAL’s
involvement in or endorsement of any written or oral advertisement or presentation, brochure,
newsletter, book or other published material, without LIBERTY GLOBAL’s prior written consent.
27.
Notices
Any notice, request, demand or other communication given or made under the Assignment and
these Hiring Conditions shall be sent by e-mail to the relevant party.
28.
Reimbursable Expenses
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No expenses will be reimbursed. Actual expenses incurred to reach and/or stay in locations
outside The Netherlands are not included in the daily rate and when such travel is requested and
pre-approved in writing by LIBERTY GLOBAL, such expenses will be paid (separately) by
LIBERTY GLOBAL to SUPPLIER (via the MSP). SUPPLIER is committed to keep such
expenses at a reasonable level, and have to submit this in an expense statement in the VMS,
that have to be approved by the hiring manager. SUPPLIER will manage such expenses in an
open and transparent way.
29.
Non-solicitation
Neither Party shall during the term of this Agreement and for a period of twelve (12) months
thereafter, directly or indirectly, solicit, entice away or employ employees or independent
contractors of the other, such prohibition not to extend to cases where such employees of
contractors respond to indirect advertisements including, without limitation, advertisements
placed on the internet.
30.
Entire Assignment and Hiring Conditions
30.1 The Assignment, including the Hiring Conditions, constitutes the whole agreement between the
parties in respect of the subject matter of the Assignment and these Hiring Conditions and shall
supersede any prior promises, representation, undertakings or implications whether oral or in
writing and, for the avoidance of doubt, the parties acknowledge that neither has entered into the
Assignment and these Hiring Conditions in reliance upon any representation or term other than
those which are referred to in the Assignment and these Hiring Conditions.
30.2 If one or more of the stipulations in the Hiring Conditions at one time prove to be non-binding, all
other stipulations will remain in full force, and LIBERTY GLOBAL and SUPPLIER will consult to
draw up a replacement stipulation which approximates (the nature and extent of) the non-binding
stipulation(s). LIBERTY GLOBAL and SUPPLIER are bound to replace any non-legal stipulations
by other stipulations which do justice to the original intent of LIBERTY GLOBAL and SUPPLIER.
31.
Severability
If any provisions of the Assignment and these Hiring Conditions or the application of any such
provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining
provisions of this Assignment and these Hiring Conditions shall continue in full force and effect.
32.
Waiver
No waiver of any term of the Assignment and these Hiring Conditions by either party shall be
deemed to be a further or continuing waiver nor shall it be a further or continuing waiver of any
other term of the Assignment and these Hiring Conditions.
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