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Our terms & Conditions

Version: June 2021


These terms and conditions – Secondment and Consultancy (“GTC”) as stated herein apply between you (the “Client”) and Yuccaa. The Customer and Yuccaa shall be collectively defined as the “Parties” or individually “Party”.

1.    General & Definitions

  1. Yuccaa BV carries out work in the field of Secondment and/or Consultancy (“Services”) for its Clients, who will purchase and pay for the Services under the terms and conditions as stated in the GTC and the Contract.

  2. The terms capitalized in these GTC - in singular and plural - have the meanings indicated below:

“AV”          _cc781905- 5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b -136bad5cf58d_ The general terms and conditions of the general partnership Yuccaa BV;
“Consultancy”      Het geven van professioneel advies of uitvoeren van andere Diensten voor specifieke            _cc781905-5cde-3194 -bb3b-136bad5cf58d_           _cc781905 -5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194- bb3b-136bad5cf58d_     _cc7819 05-5cde-3194-bb3b-136bad5cf58d_    projecten of  problemen, gerelateerd aan de specifieke kennis of specialisatie van_cc781905-5cde-3194 -bb3b-136bad5cf58d_           _cc781905 -5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194- bb3b-136bad5cf58d_           _cc781905- 5cde-3194-bb3b-136bad5cf58d_   _cc781905-5cde-3194-bb3b-136bad 5cf58d_           _cc781905-5cde- 3194-bb3b-136bad5cf58d_employees of or hired natural persons by Yuccaa;
“Consultant“        Een natuurlijk persoon die de Diensten zal verrichten, zijnde een vennoot of werknemer van          _cc781905- 5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b -136bad5cf58d_           _cc781905-5cde -3194-bb3b-136bad5cf58d_  Yuccaa, or a person hired by Yuccaa e zelfstandige en/of een door Yuccaa        _cc781905-5cde-3194-bb3b -136bad5cf58d_           _cc781905-5cde -3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b- 136bad5cf58d_           _cc781905-5cde- 3194-bb3b-136bad5cf58d_     _cc781905-5cde-3194-bb3b-136 bad5cf58d_  hired third party employee;
“Contract“          _cc781905- 5cde-3194-bb3b-136bad5cf58d_ The Assignment, as described in the agreement concluded with the Client for this purpose;
“Detachering”      Het tegen betaling uitvoeren van Consultancy werkzaamheden door een Consultant in  _cc781905 -5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194- bb3b-136bad5cf58d_           _cc781905- 5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b -136bad5cf58d_     _cc781905 -5cde-3194-bb3b-136bad5cf58d_  assignment -, and under the direction and supervision of Customer;
“Diensten”          _cc781905- 5cde-3194-bb3b-136bad5cf58d_ Werkzaamheden op het gebied van Detachering en/of Consultancy in de breedste zin des      _cc781905- 5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b -136bad5cf58d_           _cc781905-5cde -3194-bb3b-136bad5cf58d_     _cc781905 -5cde-3194-bb3b-136bad5cf58d_ woords, waaronder begrepen het uitlenen, uitzenden of detacheren van Consultants in      _cc781905-5cde -3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b- 136bad5cf58d_           _cc781905-5cde- 3194-bb3b-136bad5cf58d_            service of or offered by Yuccaa, as well as the performance of n adviserende en          _cc781905-5cde -3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b- 136bad5cf58d_           _cc781905-5cde- 3194-bb3b-136bad5cf58d_    Executive work, which requires certain expertise.
“Fee“          _cc781905- 5cde-3194-bb3b-136bad5cf58d_         De door de Klant aan Yuccaa te betalen vergoeding voor de door Yuccaa te verrichten        _cc781905-5cde-3194-bb3b -136bad5cf58d_           _cc781905-5cde -3194-bb3b-136bad5cf58d_     _cc781905-5cde- 3194-bb3b-136bad5cf58d_           work or services to be provided;
“Klant”          _cc781905- 5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b-136bad5cf58d, the Party that hereby undertakes to deduct the payment of Yuccaa and Yuccaa           _cc781905-5cde-3194 -bb3b-136bad5cf58d_           _cc781905 -5cde-3194-bb3b-136bad5cf58d_     _cc781905 -5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194- bb3b-136bad5cf58d_  onder de voorwaarden en bepalingen zoals gesteld in het daartoe gesloten Contract en de    _cc781905-5cde-3194-bb3b- 136bad5cf58d_           _cc781905-5cde- 3194-bb3b-136bad5cf58d_               _cc781905-5cde-3194-bb3b-1 36bad5cf58d_ AV;
“Qualifications“      The (i) required knowledge, experience and skills, (ii) the personality and social_cc195cc18 -3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b- 136bad5cf58d_           _cc781905-5cde- 3194-bb3b-136bad5cf58d_                 _cc 781905-5cde-3194-bb3b-136bad5cf58d_      vaardigheden en (iii) de compliance vereisten als benodigd, dan wel gewenst door the customer;
“Opdracht“          De tussen Yuccaa en de Klant overeengekomen Diensten en/of overige werkzaamheden,        _cc781905- 5cde-3194-bb3b-136bad5cf58d_         _cc781905-5cde-3194-bb3b -136bad5cf58d_           _cc781905-5cde -3194-bb3b-136bad5cf58d_     _cc781905-5c de-3194-bb3b-136bad5cf58d_  Fee(s), duration, which jointly represent the main obligations between the parties;
“Partijen”          _cc781905-5cde -3194-bb3b-136bad5cf58d_   The Customer and Yuccaa together.
“RFC”          _cc781905- 5cde-3194-bb3b-136bad5cf58d_         Een verzoek tot aanpassing van -, or addition to the Assignment.
“Yuccaa”          _cc781905- 5cde-3194-bb3b-136bad5cf58d_    De partnership firm Yuccaa BV._cc781905-5cde-3194-bb3b-536d

2.     Formation of the Contract

  1. The information as shown in quotations and offers issued by Yuccaa or its employees is only indicative and by no means binding. Prices and other terms and conditions stated are only intended as a non-binding invitation to enter into negotiations and are not an offer in a legal sense, unless they have been signed by authorized persons. Unless stated otherwise, binding offers issued by Yuccaa are valid for 30 calendar days.

  2. Upon acceptance of a binding offer, Yuccaa undertakes to perform the work as described in the relevant Assignment and in accordance with the conditions of these GTC. The Customer hereby undertakes to pay the agreed Fee. The Assignment is confirmed in writing by the Parties by signing a Contract to be drawn up for this purpose, which will be signed by the person(s) authorized to do so.

  3. These GTC apply to all quotations, offers, contracts, assignments, services and activities performed by Yuccaa.

  4. In the event of any conflict between provisions of the GTC and any provisions in the Contract, the provisions of the Contract shall prevail.

  5. Yuccaa expressly and explicitly rejects the applicability of any general terms and conditions of the Customer or a third party with regard to an Assignment or Contract or the negotiation thereof. Any terms and conditions in the Customer's order or order confirmation, invoice or other document or correspondence provided to Yuccaa shall not apply and shall have no effect on the Contract or the negotiation thereof.

  6. Deviations from and additions to these GTC only apply if they have been agreed in writing by the Parties.

  7. If it has been agreed in an Assignment that Yuccaa will achieve a specific result to be delivered, then this does not count as a result guarantee, nor as an obligation of result. Such a concrete result to be delivered only applies as an objective for which Yuccaa has a best efforts obligation - insofar as this can reasonably be expected of it - to achieve this result in the form and in the manner as agreed in the Contract.

3.       _cc781905-5cde-3194-bb3buur_d5cd

  1. The Assignment is entered into for an indefinite period of time, or the definite period of time that ensues from the nature of the Assignment and/or is laid down in the Assignment Confirmation.

  2. If, within the term of the Assignment, a period or end date has been agreed for the completion of certain activities, this is never a strict deadline. If the execution term, or end date, is exceeded, a written notice of default is always required, which includes a reasonable term for the fulfillment of the Assignment, before default occurs.

4.     Termination of the Order

  1. The Assignment for a definite period ends by operation of law and, subject to further provisions in these GTC, and the Contract cannot be terminated prematurely.

  2. The Assignment for an indefinite period can be terminated in writing by either Party, with due observance of a notice period of at least one month.

  3. Each Party is in any case entitled to terminate the Assignment in writing with immediate effect, without a Party being entitled to compensation if;

  • the other Party is bankrupt;

  • the other Party applies for, or is granted, a provisional suspension of payments;

  • (the company of) the other Party is liquidated;

  • the other Party fails to fulfill its obligations under the Contract for at least 30 days due to force majeure; and/or

  • a situation arises which can be further specified in the Assignment.

5.    Fee and payment

  1. The Fee will not be reduced during the term of an Assignment. If the Client indicates that it wishes to extend the Assignment, Yuccaa has the right to renegotiate the Fee. Yuccaa is allowed to adjust the Fee once a year by a percentage of at least the CBS index figure “CLA wages for business services per month including special rewards, Total CLA sectors”.

  2. The agreed Fee is exclusive of VAT and any other taxes.

  3. Except for situations of force majeure, as described in more detail in Article 9 of these GTC, the situation in which no work can be carried out, as well as the absence of work to be carried out, is at the risk of the Customer. In such a situation, the Customer retains the obligation to pay the agreed Fee and is not authorized to suspend the agreement. It is irrelevant whether the Consultant has an obligation to attend during this period.

  4. The Customer is at all times obliged to pay the invoices submitted by Yuccaa within fourteen (14) days of receipt. If the invoice is not paid within this period, the Customer will be in default by operation of law from the day following the final payment date without prior notice of default. In the event of default by the Client, Yuccaa is entitled to charge the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code, as well as judicial and extrajudicial costs incurred to collect the Fee.

  5. The correctness of an invoice submitted by Yuccaa is established if the Customer has not made a well-founded objection to the correctness of the invoice within the payment term.

  6. With regard to the Services provided by Yuccaa and the Fee related thereto, the data from Yuccaa's records provide full evidence, without prejudice to the right of the Customer to prove the contrary.

  7. Unless agreed otherwise in writing, the Customer is not entitled to suspend any payment or to set off amounts owed.

6.     Compliance and Liability

  1. The Services are performed by Yuccaa, or the Consultant made available by it, on behalf of and at the expense and risk of the Client. Yuccaa and its Consultant are never liable for (non-achievement of) internal result agreements that apply to a Client.

  2. Any liability of Yuccaa, its employees and all other persons who, on the basis of a legal relationship with Yuccaa, perform or have performed the work for the Customer, are or have been involved, is always limited in total to the amount stated in the relevant is paid out under Yuccaa's professional liability insurance, plus the amount of the deductible under the relevant policy. A connected series of events is regarded as one and the same event; all this in accordance with the meaning and/or definition as used in the aforementioned policy of Yuccaa.

  3. If, in the event of liability on the part of Yuccaa, no payment is made to the Customer under Yuccaa's professional liability insurance, any liability will be limited to the Fee of the Assignment, calculated over the 12 months prior to the event causing the damage, with a maximum of € 50,000. = (excluding VAT).

  4. Yuccaa is   only liable for the direct damage of the Client as a result of the untimely, incomplete and/or incorrect performance of the Assignment and not for any consequential damage, lost profit, lost savings and reputational damage of the Customer and/or third parties.

  5. After 1 year, calculated from the day the Services (or part thereof) are provided, any right of the Customer towards Yuccaa to compensation for any damage resulting from an attributable shortcoming lapses.

7.     Work environment and resources

  1. If the work takes place at the Customer, the Customer guarantees this

  • the environment or workplace (in the broadest sense of the word) at the Customer, where the work is performed and all resources that are reasonably necessary and made available by the Customer, at least meet the safety requirements arising from Article 7:658 paragraph 1 of the Dutch Civil Code and the requirements arising from the applicable laws and regulations regarding working conditions; and

  • all resources reasonably required to perform the work, such as IT resources and any access pass, are made available to the Consultant free of charge.

8.    Secrecy

  1. Yuccaa and the Client undertake to maintain confidentiality with regard to all information of which they have become aware, directly or indirectly (in writing and/or orally), in the context of the Assignment. The information may not be used other than for the purpose for which this information was provided.

  2. Both Parties will ensure that this confidential information is not disclosed to third parties in any way, unless and insofar as the provision of this information to a third party is necessary for the purpose of the Assignment or there is a legal obligation to do so.

  3. Yuccaa guarantees that the Consultant is bound by a confidentiality obligation that is equivalent to the confidentiality obligation as laid down in this article.

  4. The duty of confidentiality as laid down in this article applies from the start of the Assignment until 2 years after its termination.

9    Force Majeure

  1. The parties are (temporarily) not bound to fulfill the obligations arising from the Contract if this is (temporarily) made impossible, or the fulfillment, given the associated efforts and/or costs, can no longer reasonably be expected as a result of force majeur. For clarification; if and insofar as Yuccaa or the Consultant is unable to perform the agreed work due to force majeure, the Client is also not obliged to pay the Fee. The Customer remains obliged to pay for the Services already performed by Yuccaa.

  2. Force majeure is understood to mean a situation in which one of the Parties is unable to fulfill one or more obligations under the Contract as a result of an event that, according to standards of reasonableness and fairness, is beyond its control. The concept of force majeure in any case includes, but is not limited to, strikes and absenteeism of staff, storms, fire, prolonged power failure, failures in the telecommunications infrastructure, cyber attacks, changing legislation and other government measures.

  3. In the event of dissolution due to force majeure as stated in this article, the Parties do not owe each other any compensation.

10.    Data and Personal Data

  1. The parties declare that, in the performance of the Contract, they will act with due observance of all applicable laws and regulations in the field of personal data protection, in particular the General Data Protection Regulation (“GDPR”). Both parties can be regarded as controllers for the processing of personal data for their own purposes. The Customer indemnifies Yuccaa against damage that Yuccaa suffers due to non-compliance with the aforementioned laws and regulations by the Customer.

  2. The Customer will not request from Yuccaa on the one hand and send to Yuccaa on the other hand any personal data that are not required for the Services.

  3. If the Services involve the processing of personal data (under the control and instruction of the Customer), Yuccaa, as processor, will take appropriate technical and organizational measures to secure the personal data obtained from the Customer in the sense and in line with the GDPR .

11.      Relationship clause

  1. The Client and its affiliated (legal) persons - without prior written permission from Yuccaa - are prohibited from entering into an employment contract with employees or other Yuccaa to persons made available to the Customer and/or third parties, or to enter into business relations with them in any other way, directly or indirectly.

  2. In the event of a violation of Article 11.1, the Customer owes Yuccaa an immediately due and payable fine of EUR 50,000 per violation, to be increased by EUR 5,000 for each day that the violation continues. This penalty is not subject to moderation and does not affect Yuccaa's right to claim full compensation under the law.

12    Intellectual Property

  1. All intellectual property rights to software, equipment or other materials such as analyses, tools, (calculation) models, designs, reports, quotations, as well as preparatory material thereof (hereinafter referred to as : “Yuccaa IP”), are solely owned by Yuccaa, its licensors and/or its suppliers. The Client only acquires the non-exclusive right to use Yuccaa IP as agreed in an Assignment or arising from that Assignment.  Without the express permission of Yuccaa, Yuccaa IP may not be reproduced, transferred, given to third parties for inspection or sub-licensed in any way and/or used in violation of any other intellectual right.

  2. Yuccaa reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information of the Customer is disclosed to third parties.

  3. If the Customer is in violation of Article 12 paragraph 1, the Customer will owe Yuccaa an immediately due and payable fine of € 50,000 per violation and € 5,000 per day that the violation continues. This penalty is not subject to moderation and does not affect Yuccaa's right to claim full compensation from the Customer under the law.

13.    Retention of Title

  1. All goods delivered by Yuccaa, including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of Yuccaa until the Customer has fulfilled all obligations under the Assignment.

  2. The Customer is not authorized to transfer, pledge or otherwise encumber the goods subject to retention of title.

  3. If third parties seize goods delivered under retention of title, or wish to establish or enforce rights thereon, the Customer is obliged to inform Yuccaa of this immediately.

  4. In the event that Yuccaa wishes to exercise its property rights referred to in this article, the Customer hereby gives unconditional and irrevocable permission to Yuccaa, or third parties to be designated by Yuccaa, to enter all those places where Yuccaa's property is located and take those things with you.

14.    Applicable law and competent court

  1. Dutch law excluding     applies to every Contract between Yuccaa and its Customers.

  2. Any disputes arising from (the performance of) a Contract will be submitted exclusively for assessment to the competent court.

15    Final Provisions

  1. If one or more provisions of these GTC and/or a Contract to be concluded by Yuccaa with a Customer is void, voidable or unenforceable, this will not affect the other provisions of these GTC and/or the relevant Contract with that Customer. Where appropriate, the Parties will enter into consultations to replace the contested provision(s) with a legally valid provision that is as close as possible to the original intention of the Parties.

  2. Yuccaa has the right to change these GTC. If Yuccaa wishes to make use of this right, it will inform the Customer in writing of the intended changes as soon as possible. The Customer is deemed to have accepted any amendment to the GTC, unless it has made its objections known to Yuccaa in writing within 1 month after notification by Yuccaa.

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