GENERAL CONDITIONS

General conditions concerning projects, payroll and contracting.

Article 1. Definitions
Employee: A person employed by Talents.

Talents: The contracting office of Epicure B.V. dba Talents.

Principal: Every person or legal entity requesting execution of a project and/or assignment by Talents.

Project: Organizing, coordinating, executing, and advising on events, parties, congresses, openings, banquets, receptions, and related activities.

Assignment: The provision of personnel on the basis of payroll and/or secondment.

Project Leader: An employee of Talents who has been appointed as the main contact during project execution.

Order Request Email: An email sent by the Principal to Talents specifying the date, location, duration, and number of employees required for each project.

Timesheet: A form provided by Talents for the Principal to record the hours worked by employees during the project.

Exclusivity: Personnel assigned to a project on the basis of payroll or contracting are entered into a separate file and may not be assigned to other clients.

Article 2. Relevance and Binding Nature of These General Conditions

• These general conditions apply to all offers, contracts, and agreements between Talents and the Principal.
• All offers, regardless of format, are non-binding.
• A Principal who has previously conducted business with Talents is deemed to have accepted the validity and applicability of these conditions for all future transactions.
• Deviating conditions of the Principal are not binding unless explicitly accepted in writing by Talents.
• If any clause is annulled, the remaining clauses remain binding. Parties shall endeavor to replace the annulled clause with a valid one that reflects the original intent as closely as possible.

Article 3. Formation and Contents of the Project Agreement

• Based on an offer or agreement, Talents completes a client registration form detailing the Principal’s information, payment terms, hourly rate, and payment conditions. This must be signed by a legal representative and submitted via email.
• The agreement is finalized once Talents confirms the project in writing.
• If the exact duration of a project is unknown at the time of agreement, any price estimates provided are indicative only.

Article 4. Payroll and/or Secondment Agreement

• Talents issues an agreement based on the approved offer, listing employee details, payment terms, hourly rates or salaries, and conditions. A client registration form must be signed and submitted via email.
• The Principal is responsible for ensuring the minimum agreed working hours. Talents is not liable to provide alternative work if the hours are not met.

Article 5. Price and Duration

• The Principal must submit an order request email.
• The project start date and duration, including any adjustments to employee numbers, must be mutually agreed.
• If the project exceeds the agreed duration or employee count, the price will be adjusted accordingly.
• Minimum charges apply:
  • Willemstad: 4 hours minimum
  • Outside Willemstad: 6 hours minimum
• For payroll or secondment, Talents enters into a labor agreement incorporating terms agreed with the Principal. A one-month notice is required for termination, during which the Principal must continue to employ the assigned personnel.
• Hourly tariffs apply to regular working days and follow local labor laws.
• Talents may increase tariffs once per year, with written notice.

Article 6. Project Cancellation

• If the Principal cancels a project, a flat-rate reimbursement is due:
  • More than 100 hours prior: 10% of total project price
  • 75-100 hours prior: 30%
  • Less than 75 hours prior: 60%
• If actual costs exceed the flat rate, the Principal is liable for the difference.
• Cancellations must be in writing; the receipt time determines validity.

Article 7. Timesheets and Invoicing

• Invoices are based on signed timesheets.
• Once signed, no changes can be made.
• Timesheets must be submitted via email within:
  • 24 hours post-project for regular projects
  • By the 24th of each month for payroll/secondment
• If discrepancies occur, the emailed version is deemed valid.
• Failure to comply allows Talents to invoice based on information from project leaders or employees.

Article 8. Payment Terms (Automatic Bank Transfer)
A. Invoices are payable via automatic transfer under the terms on the client registration form.
B. Late payments incur 8% annual interest per Article 6:119a of the Dutch Civil Code.
C. Legal steps may be taken for unpaid invoices.
D. For projects of at least XCG 2,500 (excl. OB), a 50% advance is required.
E. Payments to Talents clear the Principal. Direct employee payments are not permitted.
F. Judicial costs due to non-compliance are calculated at a flat rate (2 points of the liquidity tariff).
G. Talents may reject or cancel projects in case of delayed payments.

Article 9. Payment Terms (Bank Transfer)

• Payment must be made within agreed terms to Talents’ account.
• Late payment interest and legal actions apply as per Article 8.
• Advance payments of 50% apply for large projects (XCG 2,500+ excl. OB).
• Only payments made directly to Talents count toward fulfillment.
• Judicial costs and tariff increases apply for repeated late payments.

Article 10. Complaints

• Complaints must be submitted in writing within 3 days of the invoice date.
• Complaints do not suspend payment obligations.

Article 11. Force Majeure

• Talents is not liable for non-performance due to unforeseen circumstances such as natural disasters, traffic disruptions, strikes, government action, etc.
• In such events, Talents may cancel the project without compensation.

Article 12. Liability

• Talents is liable for proper tax and social security payment for its employees.
• Talents is not liable for damage caused by employees’ actions or omissions. Principals must carry liability insurance.
• The Principal is responsible for damage caused to Talents employees and must indemnify Talents if held liable.
• Any damages are capped by the amount covered under Talents’ corporate liability insurance.

Article 13. Selection of Project Employees

• Talents selects qualified project employees who are employed by Talents.
• All employees will be properly groomed for the hospitality industry.
• The Principal must verify employee suitability at the project’s start.
• Misconduct or issues must be reported within four hours to Talents. Only hours worked up to that point are billable.

Article 14. Attire and Welfare

• Standard uniform:
  • Ladies: Black pants, white shirt, black shoes
  • Men: Black pants, white shirt, black shoes
• Alternate attire must be provided free of charge by the Principal.
• A changing room must be provided for staff belongings.
• Non-alcoholic drinks and meals (when applicable by shift duration) must be provided.

Article 15. Recruitment by Principal

• If the Principal hires any Talents employee within 6 months after a project, a recruitment fee of 20% of annual salary applies (minimum XCG 2000 excl. OB).

Article 16. Safety

• The Principal must provide a safe and compliant work environment.
• The Principal is liable for damages resulting from safety negligence and must indemnify Talents.

Article 17. Transport and Travel Allowance

• Talents arranges transportation unless agreed otherwise.
• Transport costs and travel time allowances are charged unless agreed otherwise.
• Parking fees apply if free parking is unavailable.

Article 18. Disputes and Applicable Law

Disputes will be settled exclusively by the competent court in Curaçao.

All agreements are governed by the laws of Curaçao.