General terms and conditions

How to read this document

These general terms and conditions consist of two parts. Part I contains the provisions that apply to every engagement we carry out. Part II contains the specific provisions for each service and supplements Part I.

In the event of a conflict, the following order of precedence applies, from highest to lowest: (1) the agreement signed by both parties, (2) the quotation or engagement confirmation accepted by the client, (3) Part II of these terms and conditions, (4) Part I of these terms and conditions.

These terms and conditions apply solely to relationships between businesses. We do not provide services to consumers. This text is a translation of the Dutch version, provided for information purposes only; in the event of any difference in meaning or interpretation, the Dutch version alone prevails.

Part I — General provisions

Article 1 — Who we are and what these terms and conditions apply to

1.1 WageWell Comm.V, with its registered office at Bremstraat 23, 3530 Houthalen-Helchteren, registered with the Crossroads Bank for Enterprises under number 0803.635.694, VAT BE 0803.635.694, referred to below as ‘WageWell’ or ‘we’. The other contracting party is referred to below as ‘the client’ or ‘you’.

1.2 These terms and conditions apply to every offer, quotation, engagement confirmation, agreement and service of WageWell, and to all subsequent engagements between the same parties, even where no express reference is made to them.

1.3 The client’s own general terms or purchasing conditions do not apply, not even where they are communicated at a later stage or where they contain a similar exclusion, unless we have expressly accepted them in writing.

1.4 Departures from these terms and conditions apply only where the parties have agreed them in writing in advance, and only for the engagement to which they relate.

1.5 These terms and conditions are permanently available at wagewell.be/en/terms-and-conditions and are attached to every quotation. By accepting the quotation or by allowing performance to begin, the client confirms that it has read and accepts them.

Article 2 — Quotations and formation of the agreement

2.1 Our quotations are without obligation and remain valid for thirty calendar days after they are sent, unless the quotation states a different period.

2.2 The agreement is formed when both parties sign an agreement or quotation, when the client accepts the quotation in writing, or when we begin performance at the client’s express request.

2.3 Amendments or additions to the quotation bind us only after we have confirmed them expressly and in writing. Failing such confirmation, the quotation and these terms and conditions constitute the entire contractual framework.

2.4 We may decline an engagement without stating reasons. We will in any event decline or end an engagement where it gives rise to a conflict of interest with an existing client, or where performing it would compromise our independence or the professional or statutory obligations that rest on us.

Article 3 — The nature of our services

3.1 Our services constitute a best-efforts obligation: we perform them with the care, expertise and good faith that may be expected of a diligent professional. Where the agreement expressly sets out deliverables and service levels — as it does for a structural collaboration — we do commit to those specifically described results, within the limits set out there.

3.2 Our advice is a recommendation, not a decision. The client remains ultimately responsible for the choice whether or not to apply the advice and for the way in which it does so.

3.3 We are not required to update advice previously given in the light of subsequent changes in legislation, collective bargaining agreements, case law or administrative practice. An update is a new engagement.

3.4 We do not provide legal, tax or accounting advice. Where a file calls for it, we refer the client to a lawyer, an accountant or another specialist adviser, and that adviser’s assessment remains decisive.

3.5 Performance periods are indicative, unless a period is expressly designated as binding. We observe the statutory deadlines for filings, certificates and tax forms, provided that we receive the necessary data in good time in accordance with article 5.

3.6 We are not a social secretariat (the Belgian payroll provider) and do not take its place. We are not liable for errors, delays or shortcomings of the social secretariat, the software supplier or any other third party with which the client itself has a contractual relationship. We check their output to the extent reasonably apparent on the basis of the available data, and report what we find.

Article 4 — Independence

4.1 The agreement does not create any relationship of subordination. We provide our services in full independence, organise our work as we see fit and determine our own schedule, taking account of the agreed deadlines and of quality performance.

4.2 Documents, correspondence, scheduling arrangements and instructions from the client are operational tools intended to facilitate the collaboration. They do not express any employer authority.

4.3 Each party bears its own tax and social security charges connected with the performance of its engagement.

4.4 We are free to work for other clients, including within the same sector, unless exclusivity has been expressly agreed. Article 12 continues to apply in full.

4.5 We inform the client in good time of periods in which we will not be providing services, so that it can plan its organisation accordingly.

Article 5 — What we expect from the client

5.1 The client provides us, in good time, completely and accurately, with all data, documents and access rights that are necessary or useful for performance, at the latest by the agreed delivery date. Where a delivery calendar has been agreed, it is binding.

5.2 The client is responsible for the accuracy and completeness of what it provides. We may rely on it and are not required to carry out an independent check of its accuracy.

5.3 The client warrants that it is entitled to make that data available to us, that it holds the necessary permits, licences and consents, and that using the data does not infringe any third-party rights. The client fully indemnifies us against any third-party claim in that respect.

5.4 The client designates a single point of contact with sufficient decision-making authority, and informs us in good time of any change affecting the engagement.

5.5 Consequences of late, incomplete or inaccurate delivery. If the agreed delivery date is not met or the information provided proves inaccurate, the related deadlines shift accordingly and we are not liable for the consequences — including late payment of salaries, late filings, administrative fines, late-payment interest or corrections. Any remedial work arising from this falls outside the agreed price and is charged at our daily rate then in force.

Article 6 — Changes to the engagement and additional work

6.1 An agreed fixed price applies to the scope as described in the quotation or the agreement, including the assumptions and exclusions stated there.

6.2 If the client requests services falling outside that scope, we say so in advance, with an estimate of the additional cost and of the impact on the schedule. We only begin once we have written approval; confirmation by e-mail is sufficient.

6.3 If the volume or nature of the work changes structurally — for example because of a significant change in headcount, an acquisition or a change of systems — the parties will discuss a reasonable adjustment of the price or the scope.

6.4 The fact that we answer a short, occasional question as a courtesy and without charge does not create any entitlement and cannot be relied on to justify an extension of the scope.

Article 7 — Performance, location and involvement of third parties

7.1 The engagement is carried out by Nora Daoudi or under her direction and responsibility.

7.2 We may call on employees, freelance partners or subcontractors to assist us in performing the engagement. We remain the client’s point of contact and remain responsible to the client for their work. We impose on them the same confidentiality and data protection obligations as those that rest on us.

7.3 The client may not make the involvement of a particular person a condition, unless this has been expressly agreed.

7.4 Services are provided remotely, on a hybrid basis or on site, as agreed between the parties for each engagement. Travel is included in our rates within a radius of 40 km around our registered office; beyond that we charge the flat-rate mileage allowance then in force that the tax authorities accept as a business expense, unless agreed otherwise.

Article 8 — Prices, invoicing and payment

8.1 Our prices are expressed in euros and exclusive of VAT. Third-party costs specific to the engagement — including benchmark data, licences, publication costs and travel beyond the radius set out in article 7.4 — are not included in the price unless the quotation expressly states otherwise, and are charged at cost.

8.2 The invoicing moments for each service are set out in Part II. Failing any agreement to the contrary, we invoice monthly, including where the engagement has not yet been fully completed.

8.3 Our rates are indexed annually on 1 January in line with the health index, the base index being that of the month preceding the formation of the agreement and the new index that of the month of January of the year of adjustment. For an engagement with a term of more than six months for which a fixed rate has been agreed, no indexation is applied during that term.

8.4 Every invoice is payable within thirty calendar days of the invoice date. Invoices are sent electronically; the electronic invoice is the original invoice.

8.5 In the event of non-payment or incomplete payment on the due date, late-payment interest is due by operation of law and without prior notice of default, equal to the statutory interest rate set out in the Act of 2 August 2002 on combating late payment in commercial transactions, increased by a fixed indemnity of 10% of the outstanding amount with a minimum of € 150. This provision applies reciprocally: if we fail to repay an amount owed to the client, the same interest and the same indemnity are due by us.

8.6 If an invoice is not paid on its due date, all other invoices, including those not yet due, become payable, including invoices arising from other agreements with the same client. We may suspend our services where an invoice remains unpaid fourteen calendar days after a written notice of default.

8.7 An invoice can only be validly disputed by e-mail or registered letter within fourteen calendar days of the invoice date, setting out detailed and substantiated reasons. Failing this, the invoice is deemed to have been accepted. A dispute suspends the payment obligation for the disputed amount; the undisputed part remains payable on the due date.

8.8 For a first collaboration, for a project of significant size or for a significant extension of an ongoing engagement, we may ask for an advance payment or a security. This is announced in advance in the quotation. In that case we begin once we have received it.

8.9 Set-off is possible only for amounts that are established, due and undisputed.

Article 9 — Complaints about our services

9.1 Complaints about performance must be reported in writing and with reasons within fourteen calendar days after the shortcoming was established or could reasonably have been established, on pain of forfeiture.

9.2 We must in any event be given the opportunity to remedy the matter within a reasonable period before the client resorts to other remedies.

9.3 For insurance reasons, every claim for damages must, on pain of forfeiture, be reported in writing within one month after becoming aware of the fact or the loss on which the claim is based. The shortcoming and the loss are established on an adversarial basis.

Article 10 — Liability

10.4 Administrative fines, surcharges and late-payment interest arising directly and exclusively from an error attributable to us are treated as direct loss, within the ceilings of article 10.2, and to the extent that our liability for them would also follow from the general law without this provision. This provision does not apply in the cases referred to in article 5.5.

10.5 The limitations in this article do not apply in the event of fraud, intent or gross negligence on the part of WageWell, nor in the event of an error affecting a person’s life or physical integrity.

10.6 Concurrent claims and auxiliary persons. By way of departure from article 6.3 of the Belgian Civil Code, the parties agree that the client may bring a claim against us on a contractual basis only for shortcomings in the performance of the agreement. The exclusions and limitations in this article apply in the same way for the benefit of our managing partner, our employees, our subcontractors and our other auxiliary persons. The client undertakes to stipulate the same exclusion towards its own clients and suppliers for claims they might bring against us.

10.7 The client’s liability towards us is limited in the same way, with the exception of its payment obligations and of the indemnities it has given under article 5.3, article 13 and article 14.

10.8 We have taken out civil liability insurance with AG Insurance NV, E. Jacqmainlaan 53, 1000 Brussels, under policy number 03/99.753.710, with professional liability cover of € 250,000 per loss event and per insurance year and operating liability cover of € 1,500,000 per loss event. A certificate is provided on simple request.

10.9 Any claim against us lapses if legal proceedings are not brought within two years of the notification referred to in article 9.3.

Article 11 — Force majeure

11.1 Neither party is liable for a failure to perform its obligations where that failure results from force majeure: any circumstance beyond its will and control that wholly or partly prevents performance and that it could not reasonably have foreseen or avoided.

11.2 Force majeure includes, among other things: war, acts of terrorism, insurrection, natural disaster, fire, explosion, strike or lock-out, interruption of energy or telecommunications supply, cyberattack, ransomware and damage caused by computer viruses, failure of essential software or of the social secretariat, epidemic and government measures taken on health or other grounds, serious illness or accident affecting the person carrying out the engagement, and failure by suppliers or other engaged third parties to deliver, or to deliver on time.

11.3 During the period of force majeure, obligations are suspended. If the force majeure lasts longer than sixty calendar days, either party may terminate the agreement in writing without compensation. Services already provided remain payable.

11.4 Where the person carrying out the engagement is unavailable for a prolonged period, we will make every effort to arrange a replacement with an equivalent profile within a reasonable period, and will consult the client on the continuity of the ongoing files.

Article 12 — Confidentiality and trade secrets

12.1 The parties treat as confidential all information of a commercial, technical, operational, financial or personal nature concerning the other party that they learn in the course of the collaboration and whose disclosure could harm that other party. They do not disclose that information to third parties and do not use it for their own purposes or for the benefit of third parties.

12.2 This obligation applies during the agreement and for five years after it ends. For information that qualifies as a trade secret within the meaning of article I.17/1 of the Belgian Code of Economic Law, it applies without limit in time, in accordance with article XI.332/4 of that same Code.

12.3 The obligation does not apply to information that is publicly available without any breach by the receiving party, that it lawfully obtained from a third party, or whose disclosure is required by law. In that last case, the other party is informed in advance to the extent the law allows.

12.4 During the agreement, we give the client immediate and unrestricted access to all documents in our possession that contain information about it. On termination, we return those documents or deliver them in accordance with article 16.6. We may keep one copy to the extent necessary to comply with our statutory retention obligations or to evidence our rights.

Article 13 — Processing of personal data

13.1 For most of our services we act as processor. In carrying out payroll, HR administration and related engagements, we process personal data of the client’s staff on its behalf and in accordance with its instructions. The client is the controller within the meaning of article 4.7 of the General Data Protection Regulation (GDPR); we are the processor within the meaning of article 4.8 GDPR.

13.2 The parties conclude a data processing agreement on this subject in accordance with article 28 GDPR. It forms an integral part of the agreement. In the absence of a separately signed data processing agreement, the provisions of Annex 1 to these terms and conditions apply.

13.3 For the data we process for our own purposes — contact details, prospecting, invoicing and file management — we act as controller. Our privacy statement is available at wagewell.be/en/privacy-en/.

13.4 In recruitment and selection engagements, we act as controller for candidate data up to the moment the candidate is presented to the client. From that presentation onwards, the client processes those data under its own responsibility and for its own purposes. Where the parties jointly determine the purposes and means, they set out their respective responsibilities in accordance with article 26 GDPR.

13.5 The client warrants that it has a valid legal basis for the data it provides to us, that it has properly informed its staff about the processing and about our involvement, and that the data are accurate and up to date. It indemnifies us against any claim arising from a shortcoming in this respect.

13.6 Each party notifies the other within forty-eight hours of any personal data breach affecting the other party’s data, and gives the cooperation needed to report and follow up on it.

Article 14 — Intellectual property and right of use

14.1 All models, templates, spreadsheets, tools, methodologies, checklists, training materials and know-how that we develop or use remain our intellectual property in the broadest sense, including where they have been adapted for the client in the course of an engagement.

14.2 On full payment, the client obtains a non-exclusive, non-transferable right of use in them that may not be sub-licensed, granted for an indefinite period and limited to use within its own organisation and for the purpose for which the material was supplied.

14.3 By way of departure from the above, the client becomes the owner — on full payment — of the documents delivered that by their nature belong to its organisation, including the work rules, employment contracts and their annexes, policies, personnel files, and the pay structure and salary bands as delivered. The underlying models, methodologies and spreadsheets used to produce those documents remain covered by article 14.1.

14.4 Without our express prior written consent, the client may not distribute, reproduce, modify, exploit, sell or otherwise make available to third parties the material referred to in article 14.1, and may not remove or alter any intellectual property notices. In the event of a breach, a fixed indemnity of € 10,000 per breach is due, without prejudice to our right to claim higher compensation on proof of greater loss.

14.5 We remain free to make further use of the general knowledge, experience and skills we acquire in performing the engagement for other clients, provided that no confidential information of the client is used in doing so.

Article 15 — Non-solicitation

15.1 During the agreement and for twelve months after it ends, for whatever reason, neither party will directly or indirectly induce an employee, subcontractor or freelance partner of the other party who has been involved in the engagement to end their contractual relationship, nor enter into an employment or collaboration agreement with that person.

15.2 This prohibition does not apply where the other party has given its prior written consent, nor where the person concerned applies spontaneously in response to a publicly advertised vacancy without having been specifically approached.

15.3 In the event of a breach, the party in breach owes the other party a fixed indemnity of € 25,000, without prejudice to the right to claim higher compensation on proof of greater loss. The parties accept this amount as a reasonable estimate of the loss, having regard to the costs of recruitment, selection, training and loss of continuity.

15.4 This article does not apply to candidates we have presented in the course of a recruitment and selection engagement. Article E.6 applies to those.

Article 16 — Term and termination

16.1 The term of the collaboration is set out in the agreement or the quotation. Failing that, it is entered into for an indefinite period and may be terminated by either party on one month’s notice, by registered letter or by e-mail with acknowledgement of receipt.

16.2 Either party may terminate the agreement with immediate effect, or suspend it in whole or in part, by registered letter, in the following cases: (a) the other party remains in default of a material obligation, including its payment obligation, fourteen calendar days after a written notice of default; (b) the other party is in a state of bankruptcy, insolvency, judicial reorganisation or liquidation, to the extent that no mandatory statutory provision precludes this; (c) the other party is guilty of fraud or of gross misconduct that makes continuing the collaboration reasonably impossible.

16.3 A suspension under article 16.2 does not give rise to any compensation for the other party. The additional costs of restarting are borne by the party that caused the suspension.

16.4 On termination, all services provided up to the date of termination remain payable.

16.5 Early termination of a fixed-term agreement. If the client terminates a fixed-term agreement early without a ground referred to in article 16.2, it owes a fixed early-termination indemnity equal to half of the price that would have been due up to the expiry date. Where the price has been agreed per service, that indemnity is calculated on the average of the services invoiced in the preceding twelve months, or, where the term has been shorter, on the average since the start. This provision applies reciprocally for the benefit of the client where we terminate a fixed-term agreement early without a ground referred to in article 16.2 and without force majeure.

16.6 Handover on termination. Within thirty calendar days after the end of the collaboration, we provide the client with all personnel files, data and pending documents in a common and usable file format, together with an overview of the ongoing files and points requiring attention. We also provide up to eight working hours of assistance free of charge with the handover to the client or to its new service provider; further assistance is charged at our daily rate then in force. This obligation applies on condition that all invoices that have fallen due have been paid.

16.7 Provisions that by their nature are intended to survive the end of the agreement — including articles 10, 12, 13, 14, 15, 16.6 and 18 — remain in force.

Article 17 — References

17.1 We may mention the client’s name and logo and the nature of the collaboration in our portfolio, on our website and in our commercial communications.

17.2 The client may object to this in writing at any time. We will then remove the mention within a reasonable period.

17.3 We publish a written reference case, a quotation from the client or a mention of the client’s figures or results only with its express prior written consent.

Article 18 — Final provisions

18.1 If a provision of these terms and conditions is void or unenforceable in whole or in part, this does not affect the validity of the remaining provisions. The parties will replace the provision concerned with a valid provision that comes as close as possible to the original intention.

18.2 The agreement, the quotation and these terms and conditions together constitute the entire agreement between the parties on the subject matter they govern, and replace all earlier oral and written arrangements on that subject.

18.3 A failure to exercise a right, or to exercise it immediately, does not amount to a waiver of that right.

18.4 Neither party may transfer its rights and obligations without the other party’s prior written consent. We may, however, transfer the agreement in the context of a transfer of our business, a merger, a contribution or a conversion of our company, subject to notice to the client.

18.5 Notices are validly given by e-mail to the addresses stated in the agreement, except for termination on notice, notice of default and termination for breach, for which a registered letter or an e-mail with acknowledgement of receipt is required.

18.6 We may amend these terms and conditions for future agreements. For ongoing agreements of indefinite duration, an amendment takes effect only two months after notice is given, and the client has the right to terminate the agreement free of charge within that period with effect from the date the amendment takes effect.

18.7 Belgian law applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

18.8 The parties undertake to hold a discussion within thirty calendar days, before any legal proceedings, with a view to reaching an amicable settlement. This obligation does not stand in the way of a protective measure or of the recovery of an undisputed invoice.

18.9 Any dispute concerning the formation, performance, observance, validity or termination of the agreement falls within the exclusive jurisdiction of the Antwerp Business Court, Hasselt division, and the courts of the judicial district of Limburg.

18.10 These terms and conditions exist in Dutch, French and English. The French and English versions are translations provided for information purposes. In the event of any difference in meaning or interpretation between the language versions, the Dutch text alone prevails, whatever the language in which the quotation, the agreement or the correspondence has been drawn up.

Part II — Specific provisions per service

These provisions supplement Part I for the service concerned. In the event of a conflict, they prevail over Part I.

A. Project-based support

A.1 We work on a fixed price per scope. The quotation describes the subject matter, the deliverables, the assumptions on which the price is based and what is expressly out of scope.

A.2 Unless agreed otherwise, we invoice 40% at the start, 40% on interim delivery and 20% on final delivery. For projects shorter than one month, we invoice in full on delivery.

A.3 A deliverable is deemed to have been accepted where the client has not made written comments with reasons within fourteen calendar days after delivery, or as soon as it puts the deliverable to use.

A.4 Additional work is handled in accordance with article 6.

A.5 If performance is suspended for more than two months at the client’s request or for a reason within its organisation, we may reschedule the project in line with our availability and revise the price in line with the rates in force at that time.

B. Temporary cover

B.1 We work at a daily or hourly rate. A working day is eight hours and a half day is four hours. Work in excess of eight hours per day is charged pro rata subject to prior agreement.

B.2 We submit a timesheet for approval each month. Failing a reasoned response within five working days, it is deemed to have been approved and serves as the basis for invoicing.

B.3 A scheduled day may be cancelled free of charge up to five working days in advance. For a cancellation between five and two working days in advance we charge 50% of the daily rate; for a cancellation within two working days, 100%. We may owe the same compensation where we ourselves cancel a confirmed day for a reason other than force majeure.

B.4 For an engagement with a term of more than six months, the rate is fixed for the entire term and is not indexed.

B.5 No provision of personnel. Our involvement is a service provided on a subcontracting basis and not a provision of personnel within the meaning of article 31 of the Act of 24 July 1987. Employer authority over our staff is exercised by us alone. The client does not give them instructions going beyond the guidelines described in the agreement with regard to well-being at work, working hours and the use of its infrastructure.

C. Structural collaboration (subscription)

C.1 The client pays a fixed monthly amount, invoiced monthly in advance. How that amount is made up is a matter of internal pricing and does not form part of the agreement.

C.2 We commit to the deliverables and the service levels set out in the agreement, not to a number of hours. The client may not request an accounting of hours or time records, and a lower time spend does not give any entitlement to a price reduction.

C.3 At the start, the parties fix a delivery calendar with cut-off dates. Article 5 applies in full: anything supplied after the cut-off carries over to the next cycle, unless urgent processing is agreed.

C.4 The monthly amount is fixed for twelve months and is set on the basis of the headcount at signature. As long as the headcount stays within the margin set out in the agreement, the amount does not change until the annual review. If that margin is exceeded for two consecutive months, the parties will discuss an adjustment, which takes effect at the next review.

C.5 The following fall outside the subscription, in each case subject to prior notification and an estimate: complex terminations (dismissal for serious cause, protected employees who enjoy statutory dismissal protection, termination on grounds of permanent medical incapacity, outplacement obligations, disputes, involvement of a trade union or of the labour inspectorate), collective redundancy and restructuring, labour inspections and disputes, migration to another social secretariat or another system, recruitment and selection, strategic engagements concerning reward policy, and onboarding and offboarding beyond the annual volume included in the agreement.

C.6 The minimum initial term is twelve months. After that, the agreement runs for an indefinite period and may be terminated by either party on three months’ notice, running from the first day of the month following the notice.

C.7 Article 16.6, on the handover of files and data, applies in full at the end of a subscription.

C.8 We are not the employer of the client’s staff. Decisions on recruitment, pay, changes of role, disciplinary measures and dismissal are taken by the client alone; we prepare, advise and carry out within its instructions.

D. Strategic partnership

D.1 We work on a fixed project price per defined scope. The quotation states the subject matter, the deliverables and the assumptions. After delivery, an annual retainer may be agreed for maintaining the pay structure, recalibrating the benchmark and supporting the salary review cycle.

D.2 External benchmark and market pay data are purchased only after the engagement has been signed. Their cost is included in the project price unless the quotation expressly provides otherwise. The data supplier’s licence terms apply: the client may not reproduce, pass on or publish the raw data, and uses them solely within its own organisation.

D.3 Salary bands, benchmarks and policy recommendations are based on the market data available at the time of the engagement. We give no guarantee as to future market developments, and are not required to update the results otherwise than under a retainer or a new engagement.

D.4 A retainer is entered into for one year and is tacitly renewed for one year at a time, unless a party terminates it in writing no later than three months before the expiry date.

D.5 The decision on reward policy and its implementation remains with the client. Testing it against social dialogue requirements, against sectoral obligations and against the applicable legislation on equal pay and pay transparency takes place under the client’s responsibility, with the assistance of its legal adviser where appropriate.

E. Recruitment and selection

E.1 We carry out recruitment and selection with a view to direct employment by the client. We do not carry out temporary agency work and do not provide personnel. Our services are free of charge for the candidate and are provided in compliance with the applicable regional legislation on private employment services. Where a region requires prior registration or authorisation for the engagement concerned, we hold it before that engagement begins.

E.2 The placement fee is the percentage stated in the engagement confirmation of the reference gross annual salary, calculated as the gross monthly salary multiplied by 13.92 and increased by the extra-legal benefits (company car, meal vouchers, bonus, insurance), subject to a minimum fee as set out in that confirmation.

E.3 Unless a retainer has been agreed, we work on a no cure no pay basis: the fee is due only where the client employs a candidate presented by us.

E.4 The fee becomes payable on signature of the employment contract or of the collaboration agreement with the candidate. By way of departure from article 8.4, the payment term is fourteen calendar days.

E.5 Guarantee. If the agreement with the candidate is ended within twelve weeks of the start date by the candidate, or by the client for a reason attributable to the candidate, we will look for a replacement once, free of charge. If a replacement is not possible within a reasonable period, we refund the fee pro rata the unworked part of those twelve weeks. The guarantee lapses where the termination results from an economic reason, a restructuring or a material change to the role or the terms of employment, or where the fee was not paid on time.

E.6 Re-introduction. If the client or a company affiliated with it employs a candidate presented by us within twelve months of the presentation, in whatever role, the full fee is due, including where the original engagement has since been closed.

E.7 The client informs us within five working days of any recruitment of a candidate presented by us, and of the salary terms that serve as the basis for the fee.

E.8 We verify the information provided by the candidate to the best of our ability. The selection decision remains the client’s, as does the verification of diplomas, licences and residence and employment conditions, and compliance with equal treatment and non-discrimination legislation in the further course of the procedure.

E.9 Candidate data are treated by the client in strict confidence, used solely for the vacancy concerned and not passed on to third parties, including affiliated companies. In the event of a breach, a fixed indemnity of € 5,000 per candidate concerned is due, without prejudice to the right to claim higher compensation on proof of greater loss.

E.10 During the engagement and for twelve months afterwards, we will not approach the client’s staff with a view to placing them elsewhere, save where they apply spontaneously without having been specifically approached.

Annex 1 — Data processing agreement

This annex serves as the data processing agreement within the meaning of article 28 GDPR for as long as the parties have not signed a separate data processing agreement.

B1.1 Subject matter, nature and duration. We process personal data solely for the performance of the agreement, for its duration and for the statutory retention periods that follow.

B1.2 Categories. Data subjects: staff, applicants and, where applicable, family members of the client’s staff. Data: identification and contact details, national register number (the Belgian national identification number), family and marital status, career and salary data, work performed and absences, bank details, and the incapacity for work data necessary for payroll processing.

B1.3 Instructions. We process only on the client’s documented instructions, unless a legal obligation requires us to carry out a processing operation. In that case we inform the client in advance, unless the law prohibits this. If we consider that an instruction infringes the GDPR, we say so.

B1.4 Confidentiality and security. We bind our staff and our subcontractors to confidentiality and take appropriate technical and organisational measures in accordance with article 32 GDPR, including access management on a need-to-know basis, encrypted storage and transfer, and periodic backups.

B1.5 Sub-processors. We may engage sub-processors, provided that we impose the same obligations on them. We inform the client in advance of the addition or replacement of a sub-processor; the client may object on reasonable grounds.

B1.6 Data subject rights and assistance. We give the client reasonable assistance with data subject requests, with data protection impact assessments and with contacts with the supervisory authority. Requests that reach us directly are forwarded to the client.

B1.7 Data breaches. We report a personal data breach to the client within forty-eight hours of becoming aware of it, with the information reasonably available.

B1.8 Transfers. We do not transfer personal data outside the European Economic Area without a valid transfer mechanism and without informing the client in advance.

B1.9 Return and deletion. At the end of the agreement, we return the data in accordance with article 16.6 and delete the remaining copies, except for what we are required by law to retain.

B1.10 Audit. On simple request, we make available to the client the information needed to demonstrate compliance with this article, and we cooperate with an audit carried out by the client or by an auditor it has mandated, at most once a year and after reasonable prior notice.

WageWell Comm.V · Bremstraat 23, 3530 Houthalen-Helchteren · VAT BE 0803.635.694 · wagewell.be

Deep on HR. Clear in delivery.