CM-MA-831 Procedure for The In-House Utilization of Subcontract or Temporary Staff Agencies

Table of Contents

1. Purpose
2. General
3. Responsibilities
4. Procedure
   
5. Flowchart
6. References
7. Attachments

1. Purpose

The purpose of this procedure is to define the requirements along which subcontracting agencies and temporary staff agencies will supply temporary assistance to Company taking into account the legal requirements including the "wet ketenaansprakelijkheid" (Chain Liability Act) and the permit of the Ministry of Social Affairs.

This Procedure applies to all whom, within Company are involved in requesting, engaging or using temporary assistance.

2. General

3. Responsibilities

The Human Resources Department is responsible for:

• Supplying temporary assistance to the department who has a requirement and pre-selection of the submitted candidates.
• Arranging for an Engineering Services Contract before business is taking effect with the Subcontract Agency.
• Obtaining a copy of the Permit issued by the Ministry of Social Affairs to the Temporary Staff Agency before business is taking effect.
• Adding the name of the accepted Agency on the controlled list of agencies.

The Departmental Manager requiring temporary assistance is responsible for:

• Informing the Human Resources Department at least one or two weeks in advance (depending on level of function) by means of the Requisition form (see attachment 7.1).
• Final selection of the candidates.

4. Procedure

4.1 General

The Human Resources Department is responsible for issuing and keeping up-to-date the "controlled list of subcontract agencies and temporary staff agencies". Only with these agencies business is authorized.

These agencies have been approved for doing business with on the basis of meeting the following standards:

• legal tax and social insurances
• acceptable rates
• legal liability insurance
• quality of offered candidates.
• quality of service rendered by agency.

The agencies listed will be annually evaluated on their performance and cooperation and will be continued or discontinued as a result.

The Departmental Manager or his authorized delegate will inform the Human Resources Department by means of the requisition form of the need for temporary assistance, giving enough information (e.g. nature and duration of work, level of education and experience) to enable the Human Resources Department to approach the appropriate sources.

Temporary assistance may only be obtained by the Human Resources Department. No commitments (financial or otherwise) or negotiations may be entered into without the knowledge and agreement of the Departmental Manager and the Human Resources Department.

The Human Resources Department shall inform appropriate agencies of a vacancy and shall supply the Departmental Manager requiring temporary assistance with all available information regarding candidates to be able to make a final selection.

Where it is considered necessary to interview temporary assistance, interview costs will not be met by Company.

On the first day of work in the Company office the temporary assistance must first report to the Human Resources Department, where he/she will complete a registration form and sign the secrecy declaration. He/she will also receive documentation, giving information on his expected conduct whilst with the Company.

The department using the temporary assistance is required to raise a new hire PAN form, giving the usual details of staff number, name, position, skill code, grade, department etc., and also the name of the agency and the hourly rate. The Human Resources Department shall supply the department concerned with a copy of the registration form (see above paragraph and reference 6.1).

Only requests for hourly rate increases which are submitted in writing shall be considered and no increase may be retroactive. If an application for an increase is received, then this must be routed through the Human Resources Department before any action is taken. Only after a full examination of the facts, together by the Departmental Manager and Human Resources Department the PAN form may be initiated.

The first week of work for the temporary assistance shall be considered as probation enabling the Departmental Manager, after consultation with the Human Resources Department, if necessary to terminate the temporary assistance instantly and without reason.

Temporary assistance must, in all instances complete Company timesheets weekly.

The notice period for termination of temporary assistance is one calendar week on either side. When the services of temporary assistance are no longer required, the Departmental Manager must inform the Human Resources Department two weeks in advance of the termination date, thus enabling the Agency of the temporary assistance to give a minimum of 1 weeks notice.

Upon completion of the work by the temporary assistance the Departmental Manager shall raise the separation PAN form which should indicate a performance score and a YES or NO for rehire. The following score, which is stored by the Human Resources Department in a computerized data base for future reference is a rating of performance.

It is the responsibility of the supervisor of the temporary assistance to ensure that all Company property (i.e. clock registration card, identify card, library books and office equipment) are returned before the temporary assistance terminates the work (see attachment 7.4).

4.2 Subcontract Agency

Before the subcontractor is acquired through the subcontracts agency, it is necessary that Company, through the Human Resources Department, have reached an agreement with the subcontract agency. For this purpose an "Agreement for the Provision of Engineering Services" and a "Work Order" have to be initiated by Company. The "Agreement" has to be submitted to Management for approval. After Management's approval of the "Agreement" and of the "Work Order" by Human Resources Department then these two documents shall be signed for acceptance by the agency (see attachment 7.2 and 7.3).

The Human Resources Department will inform subcontract agencies of a requirement and request resumes of appropriate candidates. Those resumes which are considered to be suitable shall be passed to the department concerned.

Should the department requiring a subcontractor wish to use a particular subcontract agency then the Human Resources Department must be notified. They in turn will establish whether it is in the interest of Company to make use of that particular subcontract agency.

On receipt of the resumes the department will make a selection (where possible with alternatives). The Human Resources Department is responsible for negotiating an hourly rate for subcontractors from a subcontract agency before any in-house work will be performed. Once completed the Human Resources Department will inform the department of the starting date, the name of the subcontractor and agreed rate.

4.3 Temporary Staff Agency

Only temporary staff agencies with current permits from the Ministry of Social Affairs (Sociale Zaken) may be used.

The Human Resources Department shall establish an hourly rate for the temporary worker compatible with the salaries of equivalent permanent staff.
The Human Resources Department shall report all temporary workers to the GAK in order to avoid liability for social insurance premiums and "loonbelasting".

Temporary workers are required to complete temporary agency timesheets in addition to Company timesheets. The agency timesheets must be signed by both the supervisor and the Departmental Manager.

The Human Resources Department must ensure that rulings regarding periods of work with Company, as laid down by the Ministry for Social Affairs, are observed.

5. Flowchart

5.1 Subcontract Agency

5. Flowchart (cont’d)

5.2 Temporary Staff Agency

5. Flowchart (cont’d)

5.3 Temporary Assistance

6. References

7. Attachments

1. Requisition Form (typical example).
2. Agreement for the Provision of Engineering Services (typical example).
3. Work Order (typical example).
4. Separation Checklist - Part B (typical example).

Requisition Form

AGREEMENT FOR THE PROVISION OF ENGINEERING SERVICES

This agreement for the provision of services is executed and made effective as of effective date/year-, between full company name & address- (hereinafter called ‘Company’) and Company.

In consideration of the covenants set forth below, the parties mutually agree as follows:

1. Services To Be Provided By ‘Company’

Company shall undertake to offer Company such Services as may be required appropriate to its business as an Engineering Contractor, which Services may include nut not be limited to design, engineering, modelwork, procurement, inspection, subcontracting, planning scheduling, cost estimating/control, and/or construction operations to be performed in Company’s Home Office(s) or at Construction Sites. The Services shall be performed in accordance with the conditions as set out in Appendix ‘A’.

2. Contractual Relationship

In providing Services, Company shall act as an independent company and neither Company nor Company’s personnel furnished shall in any way whatsoever be the agent, employee, or representative of Company.

3. Indemnity And Insurances

3.1 Company shall be responsible for and shall hold harmless and/or indemnify Company in respect of all liability of Company and/or Company’s personnel furnished under this Agreement for all applicable Dutch Social Insurance, Corporate or personal income tax (or equivalent taxes) and levies arising out of the employment of its personnel.

3.2 Company shall hold harmless Company against all cost, damages or compensation claimed and/or payable in respect of or in consequence of any accident or injury to Company’s personnel furnished in accordance with this Agreement.

3.3 Company shall maintain in full force and effect for the duration of this Agreement any and all insurance required by statute at date of this Agreement or at any time during its term in respect of its employment of personnel.

3.4 Company shall carry and maintain General Business Insurance and Comprehensive General Liability Insurance for injury to or death of any persons and for loss or damage to property. The amounts of said insurances for any one accident or occurrence on series of accidents occurring in connection with or arising out of any one event shall be not less than:

The amounts of said insurance shall be reinstated after each and every loss. Company shall have Company included as an additional named insured during the term of this Agreement. Company shall furnish Company with such evidence as Company may require in respect of existence and continuance of the said insurances.

Company shall hold harmless and/or indemnify Company from any and all claims of third parties instigated against Company as a consequence of Services performed by Company and/or Company’s personnel for Company.

4. Compensation, Payments And Work Order

4.1 The applicable hourly rate for each classification, of personnel furnished shall be established between Company and Human Resources department of Company. All rates shall be inclusive all direct costs, premiums, bonuses, social burdens, indirect costs, travel, lodging and fee. Company will only be reimbursed for actual hours worked, therefore excluding national holidays, vacation, sickness, etc.

4.2 All-in hourly rate(s) and conditions valid for this Contract are specified in Appendix ‘B’.

4.3 Representatives of Company shall at all times have the right to audit and review at Company’s offices the administration and financial records with respect to Services performed for Company by Company’s personnel.

4.4 Company shall present invoices in triplicate at weekly intervals covering the period Monday to Sunday to:

Company <name>
<Address>
Accounting Department
<Postale code - City>
<Country>

Payment shall be made by Company not later than the 30th of the following month after receipt by Company of correct invoices in accordance with Art. 10.0 hereof. Payment shall not preclude the right of Company, thereafter, from disputing any of the items or amounts invoiced.

4.5 A ‘Work Order’ (Appendix ‘C’) is issued to indicate the estimated total number of hours to be spent by Company under this work order. Company shall review the work order as and when required. The work order is sent to Company in duplicate. A signed copy for acceptance should be returned.

5. Termination Of Services

Notice of Termination of Service of any Company’s Person furnished under this Agreement shall be for Company and Company a one week notice period. Notice of Termination shall be sufficient if given orally by telephone or in writing. Company reserves the right to terminate the Services without notice in the event of any of Company’s Persons committing any act which would justify dismissal for cause under employment legislation or due to incompetence, misbehavior or lack of adaptability as determined by Company in its sole discretion.

6. Secrecy Agreement

Company shall be responsible for ensuring that Company’s personnel furnished hereunder shall give a written undertaking to disclose and assign to Company any discoveries, developments and inventions made by them during or in connection with their work for Company and to hold in confidence all matters relating to Company’s business and work performed for Company and its clients, and, except with Company’s express permission, given in writing, not to disclose such matters to any third party.

7. Staff Encroachment

Company shall not take any action without prior notification to Company in respect of any application for employment by Company received by Company’s personnel furnished during the period in which such personnel is performing Services under this agreement.

Company shall not offer employment to such Company’s personnel without notification to Company.

8. Value Added Tax

Under application of Art. 12.3, Wet OB, in conjunction with Art. 24b, Uitvoeringsbesluit OB, Company may not show his BTW on invoices. Instead, Company will state on his invoices ‘Omzetbelasting Verlegd’.

9. Compliance With Law

Company shall defined, hold harmless and indemnify Company from and against all liability of Company or of Company resulting from Company’s failure to comply with applicable law.

10. Law ‘Wet Ketenaansprakelijkheid’ (Successive Liability)

Company shall indemnify Company from non-payment by Company of tax and social premium obligations.

10.1 Dutch Companies

Company accepts payment in accordance with the following procedure:

Direct Payments to Tax Collector and ‘GAK’

In view of those legal provisions, which impose a joint and several liability on Company for payment of certain Dutch taxes and/or social premium due by Company, Company shall apply the special ‘direct payment’ procedure provided by the tax collector and GAK (instead of the ‘G-account’ procedure provided by law).

Company shall withhold such percentage of the amounts of Company’s invoices as shall be sufficient for indemnification of Company.

Company will deposit the agreed upon percentages of the invoiced amounts into the account of ‘GAK’ and ‘Central Betaalkantoor Rijksbelastingen’, as described in the ‘Procedure for invoicing and payment in relation to rendering engineering services’.

By separate letter ‘GAK’ and ‘Central Betaalkantoor Rijksbelastingen’ will be informed of the details of these payments, as is required in this procedure. A copy of these letters will be sent to Company and to ‘Inspectie Loonbelasting, bureau WKA/WBA Den Haag’, under which Company is registered.

10.2 Foreign Companies (Non-Resident in The Netherlands)

( a ) If Company is and/or will not be liable for the withholding of Dutch contributions for wage taxes and social security, she herewith declares that Company has neither formally nor materially a Permanent Establishment according to Dutch Tax Law. Company also confirms that she has no P.O. Box or Bank Account or Postal Address available in the Netherlands. In case Company opens an Establishment, P.O. Box, Bank Account or Postal Address and the like Company shall immediately inform Company of this in writing.

Company shall forward to Company as soon as possible after the start of each Person at Company:

1) the valid original E101/102/106
2) a copy of the passport showing the page with photograph and personal information
3) a copy of the employment agreement

( b ) As long as Company has not received the evidence as mentioned in Paragraph 10.2 (a) above, Company will retain an amount of 20% (twenty per cent) on Company’s weekly invoices.

11. Laws And Regulations

This agreement is subject to and shall be construed in all respects in accordance with the laws of The Netherlands. The parties hereby submit to the exclusive jurisdiction of the Court in The Hague.

12. This Agreement and any schedule signed by Company stating requirements of Company’s personnel to be assigned, issued at the time of execution of this Agreement or subsequently or incorporated by reference constitutes the entire Agreement.

This Agreement supersedes any previous Agreements, whether written or oral, or any understandings between Company and Company relating to the subject matter hereof. The Agreement shall not be amended or in any way varied except by the written agreement of both Company and Company.

APPENDIX 'A'

Agreement For The Provision Of Engineering Services Conditions Of Work To Be Observed By Personnel

As provided for in the Agreement, Article 1, the Company shall ensure that all Company's personnel shall be aware of the conditions hereinafter contained and so far as which its jurisdiction the Company shall ensure compliance with such conditions.

1. The work to be performed by Company as a self-supporting engineering service group within the Company project task force shall be supervised by Company's Lead Engineer under the responsibility and overall guidance of Company's Lead Discipline Engineer. The work shall be rendered in conformity with the supervision and guidance as Company may desire to furnish and shall be in accordance with all specifications, plans, drawings, standards and instructions, which Company may furnish to Company or which may be subject to Company's approval as per specific Company instruction.

2. The workweek shall commence on Monday of a week and shall end on Sunday of the next following week. A five (5) day forty (4) hour workweek will apply with flexible working time between 7:30 a.m. and 5:30 p.m., and a thirty (30) minute lunch break. Personnel shall work such overtime as may be reasonably requested and approved by Company. Compensation for overtime will be equal to the standard hourly rate as set out in Appendix B.

3. Company shall not be responsible for loss in any circumstances including nut not limited to theft of property of any person furnished under this Agreement.

4. All work performed by any person furnished hereunder shall be the property of Company or a Client of Company and said person shall not remove from premises of Company any document of whatever nature without written authority of supervisor of said person. Furthermore, all and every document relating to work performed by said person including, without limitation, drawings, sketches and calculations shall be returned to said supervisor on completion of the work or any section thereof performed by said person.

5. Each person shall complete a time sheet provided by the Company and a time report provided by Company and present to Company's supervisor for authorization.

APPENDIX 'B'

Agreement For The Provision Of Engineering Services Company's Employee Agreed To Be Assigned

APPENDIX 'C'

Agreement For The Provision Of Engineering Services Work Orders

Reference is made to abovementioned agreement, dated Date of Agreement-.

The estimated total number of manhours to be spent by Company in this work order amounts to number of manhours- hours.

This work order is valid up till and including validity date-.

Please acknowledge acceptance of this appendix by signing below and returning to this office.

Separation Checklist

(not available)