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Flexbox Crewing
General Terms & Conditions

Last Updated: February 2023

1. Definitions

2. General

3. Offers

4. Selection Policy

5. Implementation of the Agreement

6. Implementation of the Ship Management Contract

7. Obligations of the client

8. Prohibition of direct employment relation

9. Suspension and rescission

10. Fee and payment

11. Non-disclosure obligation

12. Liability and indemnification

13. Final provisions

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Article 1. | DEFINITIONS

The following definitions shall apply to these General Conditions:

Flexbox: The consumer of these terms and conditions, any of the Flexbox branch offices:

 – Flexbox Crewing BV, Registration number: 81565186, Antoniuslaan 1a, 3334 GA, Hendrik Ido Ambacht, the Netherlands

– Flexbox Crewing Ltd, Registration number: 81565186, 246 Arch. Makarios III Avenue, Off. 4, Salamis court, 3105, Limassol, Cyprus.

which entities supply Self-employed workers, Employees or Candidates to the Client in order to perform activities under supervision and management of the Client.

Client: each legal entity to whom Flexbox provides services in the field of shipmanagement and/or related services like supplying Employees, Candidates or Workers against payment of a Rate or Fee, to perform activities under the Client’s management and supervision.

Worker: the natural person, acting in the exercise of a profession or business who, in the context of the agreement between Flexbox and the Client, is proposed by Flexbox to the Client to perform duties und the Clients supervision.

Agreement: Each agreement between Flexbox and the Client, including but not limited to the agreement in which Flexbox –in the context of deploying the worker within the organisation of the client –binds itself to mediating in the creation of an arrangement between Client and worker, as well as secondment or employment of the worker.

Ship Management Contract: Specific agreement between Flexbox and the Client for technical, financial, safety and/or staff management for (inland) specific vessels.

Crew: One or multiple natural persons, deployed and employed by Flexbox to perform work for and under the supervision of the Client on (inland) vessels in the frame of a Ship Management Contract.

Written: both communication by email/Whatsapp and other new mediaas well as traditional written communication.

Article 2. | GENERAL

A. To each offer and to every adopted agreement, including but not exclusive to: quotes, contracts, services, agreements of purchase, sale, rent, lease, execution of work and deliveries, between Flexbox and the Client, these general conditions are applicable.

B. Derogation from these general conditions is exclusively possible in writing. If what is established in what is separately concluded in writing between Client and Flexbox deviates from what is established in these general conditions, what is established separately between the Client and Flexbox in writing will apply.

C. Nullity or the annulment of one of the underlying provisions leaves unaffected the validity of the remaining provisions.

D. The applicability of any possible general conditions of the Client is expressly rejected.

Article 3. | OFFERS

A. Every offer of Flexbox is non-committal, unless a term for acceptance is stated therein.

B. Offers do not automatically apply to future agreements.

C. Apparent errors or mistakes in the offer are non binding for Flexbox.

Article 4. | SELECTION POLICY FLEXBOX

A. These general conditions and what is established in the order confirmation govern the
agreement.

B. Flexbox selects the Worker/Crew on the basis of the capacity and skills of the Worker/Crew known at Flexbox on the one hand and the information provided by the Client to Flexbox regarding the activities to be assigned on the other.

C. No requirements can be set by the Client that are not relevant for the function. Flexbox is thereby at total liberty to choose the staff it proposes/deploys to the Client.

D. Client is responsible himself to control the certificates and diplomas of the Worker/Crew that are required for suitability for the task and the territory.

Article 5. | IMPLEMENTATION OF THE AGREEMENT

A. The worker proposed by Flexbox carries out the assignment in the capacity of either a direct employment contract with one of the Flexbox branches, or a self-employed, or has the assignment carried out by a Worker on a contractual basis with the Client.

B. If ship and/or crew, in the exclusive opinion of Flexbox, Crew or Worker are not adequate, then Flexbox, mediator, Crew or Worker has the right to immobilize the ship and/or to rescind the agreement without requiring a default notice, while the Client remains bound to pay the stipulated fee in full and to compensate all damage of Flexbox, Crew or Worker.

C. Before the start of the agreement, the Client notifies Flexbox through telephonic/electronic notification to the user where the selected Worker will board upon the start of the assignment, or in such a manner that the Worker has a reasonable term to go there. It is permitted to Flexbox to have the assignment carried out by a different (maritime) job agency, on condition that this other job agency is compliant with all legal requirements that are established for Flexbox on the relevant (inland) vessel.

Article 6. | IMPLEMENTATION OF THE SHIP MANAGEMENT CONTRACT

A. Ship Management contracts are entered into for an indefinite period of time, unless the content, nature or scope of the contract awarded stipulates or assumes that is for a definitive period.

B. Each Ship Management contract first comes into effect after the written confirmation of the agreement by Flexbox.

C. For work for which no quote or order confirmation will be sent, because of its nature and extent, the invoice is also considered as order confirmation, which is also presumed to reflect the agreement correctly and fully.

D. Flexbox shall determine the manner in which and by whom the contract awarded is performed. Flexbox can modify the composition of the Crew if, in its opinion, this is necessary for the correct performance of the contract. Such a modification can only take place at the request of the Client if and insofar as the desired change, in the opinion of Flexbox, does not negatively affect the quality and/or the continuity of the performance.

E. In the case of absence of crew deployed by Flexbox to honour a Ship Management Contract, the Client is required to notify Flexbox in writing. As long as such an absence is not reported in writing, the cost for the deployment of the employees is for the account of the Client. 

Article 7. | OBLIGATIONS OF THE CLIENT

A. The Client is obliged towards Flexbox to organise and maintain the work environment within which he has activities carried out in such a manner, as well as to make such arrangements and provide instructions regarding the conducting of the labour, that the Worker/Crew is protected against physical harm, integrity, and property to the extent as may reasonably be demanded in relation to the nature of the activities to be conducted.

B. The Client is obliged to make sure that ship and crew are compliant with the applicable regulations, that all mandatory shipping documentation are present, and the crew is sufficiently quantified and qualified.

C. The Client is obliged to include Flexbox, Crew and Worker(s) as co-insured parties in a hull, P&I, or similar liability insurance, with sufficient coverage for all risks, damage and/or liabilities that the Worker/Crew bears, incurs, or has during or in connection with the work to be conducted.

D. The Client must deploy the Worker during the number of days as stated in the order confirmation. If the Client deploys the Worker for fewer days than is established, then the Client still owes the fee for the total number that was established.

E. If Client does not comply with this obligation, he is held to compensate all resulting damage to Flexbox and/or the Worker, whereby this clause can also be invoked as a manner of a third-party clause by the Worker if the Worker is addressed directly by a third party. The damage to be compensated by Client will be deemed to be equal at least to the amount of the claim of a third party, insurer, or subrogated party in case an insurer seeks redress from Flexbox and/or the Worker.

F. On Request the Client will provide the mandatory timesheets of the Worker/Crew in the manner of prescribed by law.

G. Penalties imposed for noncompliance or inadequate compliance with the legal requirements for time recording will be charged on to the Client without judicial intervention.

Article 8. | PROHIBITION OF DIRECT EMPLOYMENT RELATIONSHIP

A. Barring the prior written consent of Flexbox, it is not permitted to the Client to hire Worker(s)/Crew assigned by Flexbox, nor to have them carry out activities for him or for an enterprise affiliated with him outside Flexbox otherwise.

B. What is established in 7.A. is effective until one year after the agreement with regard to the relevant Worker/Crew has ended. By the day of termination we intend the day that Client has properly complied with all his obligations from the agreement.

C. Upon violation of what is established in paragraph 7.A. and 7.B. of this article, the Client forfeits to Flexbox a monetary fine that is payable instantly and immediately, without any default notice or summation, of € 5,000 per violation, as well as € 700 for every day that the violation continues, without prejudice to the right of Flexbox to demand in addition compensation of damages and/or compliance with this clause.

 

Article 9. | SUSPENSION AND RESCISSION

A. Flexbox is authorised to suspend the implementation of the agreement or Ship Management Contract, if circumstances justify this, to rescind the agreement/contract with immediate effect, if the Client does not, does not timely, or does not fully comply with the obligations from the agreement/contract, or if circumstances that have come to the knowledge of Flexbox after conclusion of the agreement/contract provide legitimate grounds to fear that the Client will not comply with his obligations.

B. If any attachment has been levied on the assets of the Client or in cases in which the Client otherwise is not able to freely dispose of his assets, Flexbox has the right to rescind the agreement/contract with immediate effect by way of an extrajudicial written statement.

C. Flexbox furthermore has the right to rescind the agreement/contract if circumstances occur that are of such a nature that compliance with the agreement is impossible or the unaltered maintaining thereof cannot reasonably be demanded of them.

D. Suspension or rescission on grounds of the previous sections leaves unaffected the payment obligations of Client on pursuant to the agreement/contract. The right to suspension or set offs by Client is excluded.

E. If the Client acts in violation of what is established in the agreement/contract or these general conditions, he is liable for all resulting damage of Flexbox.

F. The Client can never claim entitlement to the compensation of any damage that has occurred in connection with the tight of suspension or rescission exercised by Flexbox as intended in this article.

G. What is established in this article leaves unaffected the rights falling to Flexbox according to the law

Article 10. | FEE AND PAYMENT

A. The price applicable to the agreement, consisting of the daily rate exclusive of other reimbursements, unless established otherwise, is stated in the order confirmation signed by the Client.

B. Travel expenses, transport costs, sustenance costs, etc. are borne by the Client unless established otherwise. The time involved in travel is compensated in accordance with the rate established for the implementation of the assignment.
C. Payments must be made to Flexbox. Exclusively payments to Flexbox are liberatory for the Client. Direct payments, in any form whatsoever, to the Worker/Crew or the provision of advance payments to the Worker/Crew, are non-binding.

D. Payment must occur within fourteen days after invoice date, in the manner prescribed by Flexbox.

E. Client does not have the right to deduct any amount from or to set off anything against his payment obligation.

F. If the Client falls short with the timely compliance with his payment obligation, default becomes effective legally without requiring any further default notice.

G. From the moment that the default becomes effective, the Client owes the statutory commercial interest rate. The statutory commercial interest is calculated from the day that the default becomes effective until the day that the full outstanding payment has been settled.

H. All reasonable costs to be incurred to settle outstanding amounts with regard to which the Client is in default are borne by him.

Article 11. | NON-DISCLOSURE OBLIGATION

A. All information that the Client receives on a Worker/Crew assigned or proposed by Flexbox is
strictly confidential. The Client does not have the right without the prior consent of Flexbox to
disclose or provide to a third party information on a Worker/Crew.

B. If Flexbox, Crew or the Worker is obliged on grounds of a legal provision or a court ruling to also provide confidential information to a third party designated by the law or the competent court of law, and Flexbox, Crew or the Worker cannot appeal in the matter to a legal privilege or one recognised by the competent court, then Flexbox is not bound to provide compensation of damages or indemnification, and Client does not have the right to rescind the agreement on grounds of any damage that has arisen as a result.

Article 12. | LIABILITY AND INDEMNIFICATION

A. The obligations of Flexbox qualify as a besteffort undertaking. Flexbox therefore never bears liability for damage as a result of shortcomings in the skills of or or the actual implementation of the work by the Worker/Crew that have become apparent after adoption of the agreement/contract.

B. Flexbox is not liable for damage as a result of activities carried out by the Worker/Crew or an action or omission of the Worker/Crew upon the exercise of tasks assigned to him by the Client. The Client is liable for all who work under his supervision.

C. The Client safeguards Flexbox against all damage that the Client might incur as a result of claims of the Worker/Crew and/or third parties that are related to the services provided by Flexbox or the liability of the Worker/Crew.

D. The Client is bound vis-a-vis Flexbox to compensate the damage inflicted on or incurred by the Worker/Crew upon the exercise of the activities, unless proof is provided by the Client that the occurrence of the damage can be attributed to the gross fault of the Worker/Crew.

E. If the Worker/Crew has incurred such injury upon the exercise of his activities that it results in death, then the Client is obligated to provide compensation towards the surviving spouse, the children, or the parents of the deceased who are customarily maintained through his work, unless proof is provided by him that the injury or the decease can be blamed on force majeure or wilful intent or the (subjectively established) gross fault of the Worker.

F. Without prejudice to what is established in this article, Flexbox is never liable for indirect damage, also including losses, lost profit, and damage as a result of operational stagnation, nor for fines, levies, interest and/or other costs related to the work that was carried out.

G. If despite what was established in this article, legal grounds for liability obtain, then exclusively direct damage is eligible for compensation. By direct damage is exclusively intended:

– The reasonable costs to determine the cause of the damage and the scope of the damage, to the extent the determination regards the damage that is eligible for compensation in the sense of these conditions;
– Any possible reasonable costs incurred to render the defective performance of Flexbox compliant
with the agreement, to the extent these can be attributed to Flexbox, and;
– Reasonable costs, incurred to prevent or mitigate damage, to the extent the Client proves that these costs have led to mitigation of direct damage as intended in these general conditions;

H. If Flexbox despite the preceding provisions still is liable for any damage, then the liability of Flexbox is limited to a maximum of the invoice value of the agreement and in any case to a maximum of the invoice value of 1 month.

I. All legal claims vis-a-vis Flexbox lapse one year after they have arise

Article 13. | FINAL PROVISIONS

A. To every agreement – and the disputes that flow therefrom – the legislation of the Flexbox branch office with whom business is conducted is exclusively applicable. This will be stated on confirmations / invoices / agreements / contracts and other legal documents.

B. Before appealing to the court of law, parties are obliged to exert themselves to resolve the dispute in mutual consultation.

C. Flexbox has the right at all times to modify the content of these general conditions.