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Drafting General Terms and Conditions for Employment Agencies and Secondment

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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

In secondment and temporary staffing, it must be clear who is responsible for what: the agency, the client, and the worker. Rates, hours, supervision, safety, remuneration for the client, and liability must be clearly established in advance

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Our expertise in general terms and conditions for employment agencies and secondment

Our lawyers and in-house counsel assist staffing agencies, secondment agencies, recruiters, and employment intermediaries with general terms and conditions, hiring agreements, recruitment and selection terms, and framework agreements.

Custom solutions for your practice

A staffing agency, secondment agency, recruiter, or payroll organization faces various risks. Therefore, we tailor the terms and conditions to your services, sectors, clients, pricing model, and candidate process.

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About us

Our expertise in general terms and conditions for employment agencies and secondment

Our lawyers and in-house counsel assist staffing agencies, secondment agencies, recruiters, and employment intermediaries with general terms and conditions, hiring agreements, recruitment and selection terms, and framework agreements.

Custom solutions for your practice

A staffing agency, secondment agency, recruiter, or payroll organization faces various risks. Therefore, we tailor the terms and conditions to your services, sectors, clients, pricing model, and candidate process.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance where possible
  • Tailored legal solutions for entrepreneurs
  • Attention to practical usability

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Mats

I had not expected legal assistance could be so accessible. The lawyer was not afraid to be critical of our own initial plans, which saved us from mistakes. Our clients are responding positively to the clear terms and conditions.

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Smooth communication and a clear proposal in the mailbox immediately. We greatly appreciated the pragmatic approach to resolving the bottlenecks. Our customers respond positively to the clear general terms and conditions.

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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

These choices determine the concrete form of your terms and conditions. Answer them before the document is finalized.

Choice or question Why this matters legally
Are you a temporary employment agency or a secondment agency? With temporary staffing, the temporary employment clause and the phase system apply; with secondment, you usually work with permanent contracts, which makes it different in the event of downtime and illness.
Who bears the risk in the event of illness or downtime? Determine whether you or the hirer bears the costs if there is no work or the workforce is unavailable; this directly affects your rate and your risk.
Do you allow takeover by the hirer? Choose whether the hirer is allowed to hire the individual and for what fee, so that your recruitment efforts do not go unpaid.
What liability do you accept? Determine the maximum liability and which damages you exclude, given the management and supervision that lie with the hirer.
Which law and which dispute resolution mechanism? Stipulate that Dutch law applies and which court has jurisdiction, so that disputes proceed predictably.
Clauses and provisions

Which elements belong in the general terms and conditions of a temporary employment agency and secondment service?

The components below form the core of sound conditions for the provision of labor. For each component, you will see when it applies and why it is important.

Provision Relevant to Legal point of attention
Definitions and applicability With every assignment Defines who the hirer, intermediary, and worker are, and excludes conditions of the hirer, so that ambiguity regarding terminology is prevented.
Rate, overtime and surcharges For quotations and invoicing Establishes the hourly rate, the markup factor, and the pass-through of overtime, allowances, and travel expenses, so that the margin is secured.
Duration and termination of the placement At the start and end of the deployment Regulates notice periods and the consequences of early termination, appropriate to the phases of the temporary employment contract (Article 7:691 of the Dutch Civil Code).
Takeover of the workforce If the hirer wants to employ the worker themselves Determines whether and for what takeover fee the hirer may directly hire the worker, so that your recruitment is reimbursed.
Liability and indemnification In case of damage during work Limits your liability and arranges for indemnification, because the hirer exercises management and supervision and is therefore responsible for the workplace.
Working conditions and duty of care of the hirer During the operation Stipulates that the hirer ensures a safe workplace, in line with the duty of care under Article 7:658 of the Dutch Civil Code.
Payment and default Upon invoicing Manages payment terms, interest, and collection costs in case of late payment, so that you can enforce your claim.
Processing of personal data When exchanging data force Describes how personal data of the worker is shared and secured, in accordance with the GDPR.
Use in practice

How do you use this document correctly?

General terms and conditions are only effective if they have been declared applicable in a timely and demonstrable manner. Therefore, follow these steps.

Situation What should you do? Point of attention
Before or at the conclusion of the assignment Hand over or send the terms and conditions to the hirer before the assignment commences Only conditions provided in a timely manner are binding on the hirer (Article 6:233 of the Dutch Civil Code).
In the order confirmation Explicitly refer to the terms and conditions and exclude the hirer's terms and conditions Prevents a battle of forms where the hirer's terms take precedence.
With every new deployment Confirm rate, duration, and position in writing for each assignment Makes agreements verifiable and prevents disputes afterwards.
In the event of a change in law or tariff Update the terms and conditions and communicate this Keep the document valid and in line with the WAADI and collective labor agreement developments.
Common mistakes

Common mistakes

The errors listed below occur frequently in practice and can cost you money or a claim. Prevent them with the mentioned solution.

Wrong Consequence Better approach
No takeover fee arranged The hirer employs the worker for free, and you miss out on your recruitment margin Include a clear takeover clause with compensation.
Terms and conditions provided too late The hirer may annul the conditions, and they are not binding Provide the terms and conditions demonstrably before or at the conclusion of the assignment.
Unlimited liability A workplace accident results in a high claim for you instead of the hirer Limit liability and arrange for indemnification by the hirer.
Passing on of allowances not recorded Overtime and surcharges weigh on your margin Explicitly define the surcharge factor and the pass-through of allowances and travel expenses.
No distinction between temporary staffing and secondment Incorrect rules regarding turnover and illness Align the terms with your actual contract type and the phase system.
Risk profile

What is your situation and what do you pay attention to?

Depending on your situation, the points of attention differ. Recognize your situation and determine your focus.

Risk profile Example Focus in the document
New employment agency You are making staff available for the first time with the agency work clause Ensure the correct application of the phase system and the WAADI registration obligation.
Secondment of permanent employees Your employees are permanently employed and are lent out Pay attention to continued payment during downtime and illness, and to a comprehensive rate.
Working with large hirers The hirer imposes its own purchasing conditions Pay attention to the exclusion of the hirer's terms and conditions and to a workable liability arrangement.
International or specialist deployment You lend out scarce or foreign workers Pay attention to acquisition agreements, data processing under the GDPR, and applicable employment law.
Additional documents

When is this document not enough?

General terms and conditions govern the relationship with the hirer, but not everything. In these situations, you need additional documents.

Situation Supplementary document Why
You record agreements with your own workforce Employment contract For the employer-employee relationship, an employment contract is required, in addition to the conditions towards the hirer.
You exchange personal data with the hirer Data Processing Agreement In the case of joint or further processing of personal data, a data processing agreement governs the GDPR obligations.
A hirer systematically pays invoices late Debt collection If payment is not received, debt collection helps to recover your outstanding debt.
Explanation of this document

Drafting General Terms and Conditions for Employment Agencies and Secondment, why?

Not every entrepreneur knows exactly what general terms and conditions for temporary employment agencies and secondment are, when you need them, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal frameworks are important.

What are the general terms and conditions for a temporary employment agency or secondment agency?
General terms and conditions for a temporary employment agency or secondment agency are the standard clauses that a lender declares applicable to all agreements with hiring companies — the hiring agreement. They regulate the legal relationship between the temporary employment agency or secondment agency and its clients regarding all matters not agreed upon separately per placement: the rate structure and invoicing, the liability of the temporary employment agency for the performance of the placed worker, chain liability for payroll taxes, the non-solicitation and direct employment regulations, the termination of the hiring agreement, and the obligations of the hirer. The temporary employment and secondment sector is one of the most heavily regulated sectors in employment law — the Labour Allocation by Intermediaries Act (Waadi), the ABU and NBBU CLAs, the Labour Provision Admission Act (Wtta), and chain liability rules largely determine what you can and must regulate. Without legally sound hiring terms and conditions, you, as a temporary employment agency, are unprotected in the event of disputes with hirers or enforcement by the Inspectorate. Our lawyers draft hiring terms and conditions for your employment or secondment agency that align with your business model, comply with the Waadi and the Wtta, and minimize your liability risk towards hirers.
What is the legal difference between temporary staffing, secondment, and payroll services, and why does this determine your terms and conditions?
The distinction between these three forms of flexible employment is legally decisive for which rules apply to you and how your hiring agreement and general terms and conditions must be structured. In the case of temporary staffing , the staffing agency fulfills an allocation function—it brings together the supply and demand for labor—and a temporary staffing agreement with a temporary staffing clause applies, meaning the employment relationship ends as soon as the hirer terminates the assignment. The phase system of the ABU or NBBU collective labor agreement applies. In the case of secondment , the employee has an employment contract with the secondment agency and works at the hirer's premises under the direction and supervision of the latter, but without a temporary staffing clause and usually on the basis of a permanent or temporary employment contract. In the case of payrolling, the hirer has handled the recruitment and selection itself, but the formal employment relationship is outsourced to the payroll company—the hirer has exclusive control over the employee. As of 2020, payrolling has its own labor law protection rules based on the Balanced Labor Market Act. Your hiring agreement and general terms and conditions must align with your specific business model. Our lawyers assess your activities and draft the appropriate contract structure.
What does the Waadi entail and what obligations does it impose on your secondment agreement?
The Labour Allocation by Intermediaries Act (Waadi) imposes a number of direct obligations on temporary employment agencies and secondment agencies that must be incorporated into your hiring agreement and general terms and conditions. The most decisive obligation is the ’s remuneration under Article 8 of the Waadi: the temporary or seconded worker is entitled to at least the same wages and other benefits as an employee in a similar or equivalent position at the hirer. The hirer is obliged to inform the temporary employment agency of all employment conditions applicable to them. Your hiring agreement and general terms and conditions must explicitly stipulate this duty of information on the part of the hirer and state that the hirer is liable for damages suffered by the temporary employment agency as a result of the provision of incorrect or incomplete information regarding the hirer’s remuneration. In addition, the Waadi prohibits obstacles preventing temporary workers from entering into direct employment with the hirer after the end of the temporary employment period — a ban on hidden transfer penalties. Your no-cure-no-pay recruitment and your takeover arrangement must be aligned with this prohibition. Our lawyers ensure that your hiring terms and conditions are Waadi-compliant.
What is the Labour Provision Admission Act and what does it mean for your agency?
The Labour Provision Admission Act (Wtta) was passed by parliament in 2025 and introduces, as of January 1, 2027, a mandatory admission system for all labour lenders—temporary employment agencies, secondment agencies, and payroll companies. Without admission from the Netherlands Authority for the Lending Market (NAU), you may no longer make labour available. Hirers who nevertheless hire labour from an unaccredited lender will be jointly and severally liable for that lender's wage debts. The Wtta also introduces a certification requirement and a supervisory mechanism that significantly tightens the enforcement of labour law obligations in the flexible employment sector. For your hiring agreement and general terms and conditions, the Wtta means that you must be able to demonstrate your admission status and that your hirers must contractually confirm that they hire exclusively from accredited lenders. Our lawyers advise you on preparations for the Wtta and the adjustments required for your contract structure.
How do you arrange no-solicitation and direct employment in secondment agreements?
Preventing the direct employment of your placed employees by the hirer bypassing your agency is one of the most commercially sensitive aspects of the hiring agreement for temporary employment and secondment agencies. However, the Waadi (Dutch Act on the Placement of Workers) prohibits obstacles that prevent the temporary worker from entering into employment with the hirer. This means that you cannot prohibit direct employment, but you can stipulate a transfer fee if the hirer takes over the employee — provided that fee is reasonable and not disproportionately high. A common structure is a fee that decreases as the placement lengthens and ceases entirely after a certain period. Your hiring agreement must clearly specify the amount of the transfer fee, the period for which it applies, and the hirer's payment obligation. Our lawyers draft a transfer fee arrangement that is commercially viable and legally sound.
What is chain liability for payroll taxes and how do you protect yourself against it?
Chain liability for payroll taxes is one of the most overlooked risks in the temporary staffing and secondment industry. Under the Collection Act, the Tax and Customs Administration can hold a hirer jointly and severally liable for payroll taxes owed by the temporary staffing agency but not remitted. The hirer faces this risk if doing business with a non-certified or fraudulent temporary staffing agency. Your hiring agreement and general terms and conditions must inform the hirer about your certification status — NEN 4400-1 or NEN 4400-2 — and about the use of a G-account as an instrument to limit chain liability. If you use a G-account, your hiring terms stipulate that a portion of the invoice amount is deposited directly into the G-account by the hirer, thereby covering their chain liability risk. Our lawyers draft a G-account clause that is correctly structured and provides your hirers with the security they need.
How do you arrange the liability of the employment agency for the performance of placed employees?
One of the most common disputes between staffing agencies and clients concerns situations where a placed employee fails to meet the client's expectations—performing below par, failing to show up for work, or causing damage to the client's property or business processes. Your limitation of liability clause in the hiring agreement must clearly stipulate that the staffing agency provides no guarantee regarding the suitability or performance of the placed employee, that the agency's liability for damage caused by the employee is limited to the amount covered by liability insurance, and that consequential damage, business interruption, and indirect damage are excluded. At the same time, the hiring agreement must establish the termination clause: the client may terminate the assignment if the employee fails to meet expectations but is not entitled to a refund of hours already paid. Our lawyers formulate a limitation of liability clause that holds up even in cases of serious performance issues.
What occupational health and safety obligations does the hirer have, and how do you record these in the hiring agreements?
Under the Working Conditions Act, the hirer is responsible for safe and healthy working conditions for the placed employee—even though the employment agency is formally the employer. The hirer must offer the employee the same occupational health and safety protection as its own employees, conduct risk assessments, provide personal protective equipment, and instruct the employee on safety risks in the workplace. If a placed employee suffers a work accident, the hirer is primarily liable if it has failed to comply with its occupational health and safety obligations. The employment agency can also be held liable as the formal employer. Your hiring agreement and general terms and conditions must explicitly set out the hirer's occupational health and safety obligations and stipulate that the hirer indemnifies the employment agency against claims from placed employees resulting from non-compliance with those obligations. Our lawyers draft an occupational health and safety indemnity clause that limits your risk in the event of work accidents.
What are the most common mistakes in the hiring terms and conditions of temporary employment and secondment agencies?
In practice, our lawyers consistently observe the same shortcomings at temporary employment and secondment agencies. The first is a transfer fee that violates the Waadi Act because it effectively prevents the temporary worker from entering into employment with the client. The second is the absence of an obligation on the part of the client to provide information regarding the client's remuneration, meaning the temporary employment agency risks fines during a Waadi inspection by the Labour Inspectorate. The third is the absence of a G-account clause, leaving the client without an instrument to limit its chain liability risk and causing them to hesitate to do business. The fourth is a limitation of liability that does not explicitly exclude consequential damages. The fifth is the failure to anticipate the Wtta Act — agencies that do not adapt their contract structure in time risk being unable to continue their operations from 2027 onwards. And the sixth is the use of the same hiring agreement for temporary employment, secondment, and payroll services, whereas each model requires its own contractual architecture.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your business model—staffing, secondment, payroll services, or a combination—your affiliation with the CLA, your certification status, and your specific risks. Based on this, we draft hiring agreements and general terms and conditions that align with your situation—including a Waadi-compliant obligation to disclose hirer remuneration, a legally defensible transfer fee, a correct G-account clause, an occupational health and safety indemnity clause, and a limitation of liability that holds up even in the event of serious performance issues. We also advise you on preparing for the Wtta and the adjustments your contract structure requires before January 1, 2027. Do you have existing hiring terms and conditions that you would like to have checked for Waadi compliance and Wtta readiness? If so, we will assess them on all critical points and draft the necessary adjustments.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Tailored solutions for each situation

Not every employment agency operates the same way. Therefore, we do not make terms and conditions generic, but tailored to temporary staffing, secondment, recruitment, payroll, the sector, and the client.

Broadcast

Attention to hours, rates, agency worker remuneration, supervision, safety, attrition, and termination.

Secondment

Attention to assignment duration, rate, replacement, supervision, takeover, and liability.

Recruitment & selection

Attention to success fee, guarantee period, candidate presentation, exclusivity, and circumvention.

Technical secondment

Attention to safety, qualifications, project information, tools, and liability.

IT & consultancy secondment

Attention to confidentiality, security, project scope, IP, rates, and purchasing terms.

Healthcare, education and regulated sectors

Attention to diplomas, registration, screening, schedules, and qualifications.


General terms and conditions for employment agencies and secondment must clearly define the division of roles with the hirer. Therefore, we examine rates, hours, CLA information, safety, supervision, takeover, and liability.

Common mistakes in general terms and conditions for employment agencies and secondment

In secondment and temporary staffing, disputes often arise because the roles of the hirer and the agency are insufficiently defined. Hours, rates, handover, safety, and liability, in particular, cause problems.

  • Do not include clear time tracking and approval
  • Do not regulate rate changes due to collective labor agreement or legislation
  • Do not define borrower's remuneration and borrower's duty to provide information
  • Formulating the takeover clause too vaguely
  • Failure to regulate workplace safety and supervision
  • Accepting liability for workers' errors too broadly
  • Do not distinguish between temporary staffing, secondment, and recruitment
  • Do not reject purchasing terms from large hirers

Draft general terms and conditions for your employment or secondment agency carefully to prevent unnecessary problems in the future. Good terms and conditions prevent disputes regarding hours, rates, clients, takeovers, safety, and liability.

Are general terms and conditions mandatory for an employment agency?

No, but they are highly recommended because they establish standard agreements with hirers regarding rates, hours, safety, payment, takeover, and liability.

Do I need to include a takeover clause?

Yes, if you want to prevent a hirer from employing a candidate without compensation or contracting them directly.

Who is responsible for safety in the workplace?

Daily management and supervision often rest with the hirer. Clearly define obligations regarding a safe workplace, instructions, and PPE.

Can I pass on rate changes resulting from a collective labor agreement or legislation?

That is possible, provided this is properly arranged in the terms and conditions and order confirmation.

Can MKB Juristen review existing terms and conditions for my employment agency?

Yes. We check, among other things, rates, hours, agency worker remuneration, safety, takeover, termination, privacy, and liability.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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