1. The capitalized definitions below have the following meaning in the context of these general terms and conditions:
a. Documents: all information or data made available by the Client to the Contractor; all data produced or collected by the Contractor in the context of the execution of the Assignment / Agreement; and all other information of any relevance to the execution or completion of the Assignment. The aforementioned information may or may not be stored on (in)material data carriers and may or may not be stored with third parties;
b. Employee: a natural person employed by or associated with the Contractor, whether or not on the basis of an employment contract;
c. Assignment / Agreement: the assignment agreement, whereby the Contractor undertakes to the Client to perform certain Activities;
d. Client: the natural person or legal entity that has given the Contractor the Order to perform Work;
e. Contractor: the office that has accepted the Assignment. All Assignments are accepted and carried out exclusively by the office, not by or on behalf of an individual Employee, even if the Client has expressly or tacitly granted the Assignment with a view to its execution by a specific Employee or certain Employees. Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code are expressly excluded from application;
f. Activities: all activities and activities to be carried out by the Contractor for the benefit of the Client, for which the Order has been given and which have been accepted by the Contractor, as well as all activities and activities arising therefrom for the Contractor.
1. These general terms and conditions apply to: all offers, quotations, Assignments, legal relationships and Agreements, by whatever name, under which the Contractor undertakes/will undertake to carry out Work for the Client, as well as to all Work arising therefrom for the Contractor.
2. Deviations from and additions to the Assignment and/or these general terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) Agreement or (a further) order confirmation.
3. If any condition in these general terms and conditions deviates from a condition in the order confirmation, the condition included in the order confirmation applies with regard to the conflict.
4. These general terms and conditions also apply to any additional or follow-up orders.
5. The applicability of the Client's general terms and conditions is hereby expressly rejected by the Contractor.
6. These general terms and conditions can also be relied on by natural and legal persons who are directly or indirectly involved in any way whatsoever, whether or not on the basis of an employment contract, in the provision of services to the Client by or on behalf of the Contractor.
1. The Client is obliged to make available to the Contractor all Documents that the Contractor deems necessary for the correct execution of the assigned Assignment in the desired form, in the desired manner and in a timely manner. The contractor determines what is meant by timely, the desired form and the desired manner.
2. The Client guarantees the accuracy, completeness and reliability of the Documents provided by him, even if they originate from third parties, unless otherwise dictated by the nature of the Assignment.
3. The Client indemnifies the Contractor against damage resulting from incorrect or incomplete Documents.
4. The additional costs and extra hours incurred by the Contractor, as well as any other damage suffered by the Contractor, are at the expense and risk of the Client due to the Client not providing, not timely or not properly providing Documents necessary for the performance of the Work.
5. In the event of electronic transmission of information - including (but not limited to) tax returns, annual accounts, reports - from (and on behalf of) the Client by the Contractor to third parties, the Client will be regarded as the party that signs and sends the relevant information. .
6. The Contractor has the right to suspend the execution of the Assignment until the Client has fulfilled the obligations referred to in the first paragraph.
7. At the Client's first written request, the Contractor will return the original Documents provided by the Client to the Client.
1. The Contractor will carry out the Assignment to the best of its ability and with due observance of the applicable legislation and (Professional) regulations.
2. The Contractor determines the manner in which the Assignment is carried out and by which Employee(s).
3. The Contractor has the right to have Work carried out by a third party to be designated by the Contractor.
1. The Client fully cooperates with the obligations arising for the Contractor from the applicable (Professional) regulations.
2. The Contractor takes appropriate measures to protect the personal data and other confidential information originating from the Client. The Contractor will inform Employees and third parties to be engaged about the confidential nature of the information. Processing of personal data by the Contractor takes place in accordance with the applicable (inter)national legislation and (Professional) regulations in the field of the protection of personal data.
3. The Client is aware that in some cases the Contractor is obliged to disclose confidential information of the Client on the basis of (inter)national legislation or (Professional) regulations. To the extent necessary, the Client hereby gives its consent and cooperation to such disclosure, including (but not limited to) in the cases that the Contractor:
a. must report any unusual transactions that have been carried out or intended to be carried out, as described in legislation and (Professional) regulations and which have become known during the performance of his work, to the government authorities established for this purpose;
b. must report fraud in certain situations;
c. is obliged to investigate the (identity of) the Client or his client.
4. The Contractor excludes any liability for damage that occurs to the Client as a result of the Contractor's compliance with the laws and (Professional) regulations applicable to him.
5. Parties will impose their obligations under this article on third parties they engage.
1. The execution of the Assignment by the Contractor does not also imply the transfer of intellectual property rights vested in the Contractor. All intellectual property rights that arise during, or arise from, the execution of the Assignment belong to the Contractor.
2. The Client is expressly prohibited from reproducing, disclosing or exploiting the products subject to the Contractor's intellectual property rights, or products subject to intellectual property rights relating to the use of which the Contractor has acquired rights of use. This includes, for example (but not exclusively): computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros and other intellectual products.
3. The Client is not permitted to make the products referred to in the second paragraph available to third parties without the prior written permission of the Contractor. This does not apply if the Client wishes to obtain an expert opinion on the performance of the Work by the Contractor. In that case, the Client will impose its obligations under this article on the third parties engaged by it.
1. If the parties cannot fulfill the obligations under the Agreement, cannot fulfill them on time or cannot properly fulfill them as a result of force majeure within the meaning of art. 6:75 BW, those obligations will be suspended until the parties are still able to fulfill them in the agreed manner.
2. If the situation referred to in the first paragraph occurs, the parties have the right to terminate the Agreement in whole or in part and with immediate effect in writing, without any right to any compensation.
3. If the Contractor has already partially fulfilled the agreed obligations when the force majeure situation occurs, the Contractor is entitled to invoice the Work performed separately and in the interim and the Client must pay this invoice as if it were a separate transaction.
1. The Work carried out by the Contractor will be charged to the Client on the basis of time spent and costs incurred, unless the parties expressly agree otherwise, such as the payment of a fixed price. Payment of the fee is not dependent on the result of the Work unless otherwise agreed in writing.
2. In addition to the fee, the expenses incurred by the Contractor and the invoices from third parties engaged by the Contractor will be charged to the Client, unless the parties expressly agree otherwise, such as the payment of a fixed price.
3. The Contractor has the right to request payment of an advance from the Client. Failure to pay the advance payment (on time) may be a reason for the Contractor to (temporarily) suspend the Work.
4. If fees or prices change after the conclusion of the Agreement, but before the Assignment has been fully executed, the Contractor has the right to adjust the agreed rate, unless expressly agreed otherwise.
5. If this is legally required, sales tax will be charged separately on all amounts owed by the Client to the Contractor.
1. Payment by the Client of the amounts owed to the Contractor must be made within 14 days after the invoice date, without the Client being entitled to any deduction, discount, suspension or settlement, unless otherwise agreed. The day of payment is the day on which the amount due is credited to the Contractor's account.
2. If the Client has not paid within the period referred to in the first paragraph, the Client is legally in default and the Contractor is entitled to charge the statutory (commercial) interest from that moment on.
3. If the Client has not paid within the period referred to in the first paragraph, the Client is obliged to reimburse all judicial and extrajudicial (collection) costs actually incurred by the Contractor. The reimbursement of the costs incurred is not limited to any costs order determined by the judge.
4. In the event of a jointly given Assignment, Clients are jointly and severally liable for the payment of the invoice amount, the interest(s) and costs owed.
5. If, in the opinion of the Contractor, the Client's financial position or payment behavior gives reason to do so, or if the Client fails to pay an advance or an invoice within the set payment term, the Contractor is entitled to require the Client to do so without delay. provides (additional) security in a form to be determined by the Contractor. If the Client fails to provide the required security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further execution of the Agreement and everything that the Client owes to the Contractor for whatever reason is immediately due and payable.
1. If a term/date has been agreed between the Client and the Contractor within which the Assignment must be carried out and the Client fails to: (a) make an advance payment - if agreed - or (b) provide the necessary Documents on time, in full, in the desired form and in the desired manner, the Client and the Contractor will consult on a new period/date within which the Assignment must be carried out.
2. Periods within which the Work must be completed can only be regarded as a strict deadline if this has been expressly and in so many words agreed between the Client and the Contractor (in writing).
1. The Contractor is not liable for damage to the Client that arises because the Client has not provided the Contractor with any, incorrect or incomplete Documents, or because they have not been delivered on time. This also includes the situation in which the Contractor is unable to file the annual accounts with the Chamber of Commerce within the statutory period as a result of an act or omission (on the part) of the Client.
2. The Contractor is not liable for indirect damage, including: lost profits, missed savings, damage due to business stagnation and other consequential damage or indirect damage resulting from the Contractor's failure to perform, to perform on time or to perform improperly.
3. The Contractor's liability is limited to compensation for direct damage that is the direct result of a (related series of) attributable shortcoming(s) in the execution of the Assignment. This liability for direct damage is limited to the amount that will be paid out for the relevant case according to the Contractor's liability insurer, plus any deductible to be borne by the Contractor under the insurance. Direct damage is understood to include: the reasonable costs incurred to determine the cause and extent of the damage; the reasonable costs incurred to ensure that the Contractor's performance complies with the Agreement and the reasonable costs incurred to prevent or limit the damage.
4. If, for whatever reason, the liability insurer does not pay out - as referred to in paragraph 3 of this article - the Contractor's liability is limited to the amount of the fee charged for the execution of the Assignment. If the Assignment concerns a continuing performance agreement with a term of more than one (1) year, the amount referred to above will be set at one time the amount of the fee that was charged to the Client in the twelve months prior to the occurrence of the damage. . Under no circumstances will the total compensation for damages under this paragraph amount to more than € 300,000 per attributable shortcoming, unless the parties - given the size of the Assignment or the risks associated with the Assignment - see reason to the Agreement to deviate from this maximum.
5. A coherent series of attributable shortcomings counts as one (1) attributable shortcoming.
6. The limitations of liability included in this article do not apply if and insofar as there is intent or deliberate recklessness on the part of the Contractor or its management.
7. The Client is obliged to take damage limiting measures. The Contractor has the right to undo or limit the damage by repairing or improving the Work carried out.
8. The Client indemnifies the Contractor against claims from third parties due to damage caused by the Client not providing the Contractor with any, incorrect or incomplete Documents.
9. The Client indemnifies the Contractor against claims from third parties (including Employees of the Contractor and third parties engaged by the Contractor) who suffer damage in connection with the execution of the Assignment, which damage is the result of the Client's actions or omissions or of unsafe situations in his company or organization.
10. The provisions of paragraphs 1 to 9 of this article relate to both the contractual and extra-contractual liability of the Contractor towards the Client.
1. Client and Contractor can terminate the Agreement every six months, unless otherwise agreed. This can be done by means of a written notification to the other party. If the Agreement ends before the Assignment is completed, the Client owes the fee in accordance with the costs stated by the Contractor for Work performed on behalf of the Client.
2. If the Client proceeds with (interim) termination, the Contractor is entitled to compensation for the loss of occupancy that has arisen and can be made plausible on his part, to reimbursement of additional costs that the Contractor has already incurred, and to reimbursement of costs arising from any cancellation of third parties engaged (such as - among other things - any costs relating to subcontracting).
3. If the Contractor proceeds with (interim) termination, the Client is entitled to cooperation from the Contractor in the transfer of Work to third parties, unless there is intent or deliberate recklessness on the part of the Client as a result of which the Contractor is forced to terminate. to go. The condition for the right to cooperation as stated in this paragraph is that the Client has paid all underlying outstanding advances or all invoices.
1. The Contractor is authorized, after careful weighing of interests, to suspend the fulfillment of all its obligations, including the delivery of Documents or other items to the Client or third parties, until all due claims on the Client have been paid in full.
2. The first paragraph does not apply to Documents of the Client that have not (yet) been processed by the Contractor.
1. Unless otherwise provided in these general terms and conditions, rights of action and other powers of the Client on any grounds whatsoever against the Contractor in connection with the performance of Work by the Contractor shall lapse in any case after one year after the moment at which the Client became aware or could reasonably have been aware of the existence of these rights and powers. This period does not apply to the possibility of submitting a complaint to the designated body(s) for complaints handling and/or the Disputes Board.
1. During the execution of the Assignment, the Client and the Contractor can communicate with each other by electronic means and/or use electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that sending correctly addressed faxes, e-mails (including e-mails sent via the Internet) and voicemail messages, regardless of whether they contain confidential information or documents relating to the Assignment have, are mutually accepted. The same applies to other means of communication used or accepted by the other party.
2. The Client and the Contractor are not liable to each other for damage that may result to one or each of them as a result of the use of electronic means of communication, networks, applications, electronic storage, or other systems including - but not limited to - damage as a result of non-delivery or delay in delivery of electronic communications, omissions, distortion, interception or manipulation of electronic communications by third parties or by software/equipment used for sending, receiving or processing electronic communications, transmission of viruses and failure or improper functioning of the telecommunications network or other means required for electronic communication, except insofar as the damage is the result of intent or gross negligence. The foregoing also applies to the use that the Contractor makes of it in its contacts with third parties.
3. In addition to the previous paragraph, the Contractor accepts no liability for any damage caused by or in connection with the electronic sending of (electronic) annual accounts and their digital filing with the Chamber of Commerce.
4. Both the Client and the Contractor will do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.
5. The data extracts from the sender's computer systems provide compelling evidence of (the content of) the electronic communication sent by the sender until proof to the contrary has been provided by the recipient.
6. The provisions of Article 11 apply accordingly.
1. If the Contractor carries out Work at the Client's location, the Client guarantees a suitable workplace that complies with the statutory occupational health and safety standards and other applicable regulations regarding working conditions. The Client must ensure that the Contractor is provided with office space and other facilities that the Contractor believes are necessary or useful to execute the Agreement and that meet all (legal) requirements. With regard to (computer) facilities made available, the Client is obliged to ensure continuity, including by means of adequate back-up, security and virus control procedures. The Contractor will apply virus control procedures when the Contractor uses the Client's facilities.
2. The Client will not hire or approach any Employees involved in the performance of the Work to be employed by the Client, temporarily or otherwise, directly or indirectly, or to carry out work directly or indirectly for the benefit of the Client, whether or not as an employee. to be carried out during the term of the Agreement or any extension thereof and during the 12 months thereafter.
3. These general terms and conditions have been drawn up in both Dutch and English. In the event of any difference or contradiction between the English and Dutch texts, the Dutch text is binding.
4. Provisions in the Assignment that expressly or by their nature must remain in force after expiry or termination of the Assignment, remain in force after expiry or termination, including articles 6, 8, 9, 11, 16 paragraph 2 and 17.
1. The Agreement is governed by Dutch law.
2. All disputes will be settled by the competent court in the district in which the Contractor is located.
3. The provisions of paragraphs 1 and 2 of this article do not affect the Client's option to submit a dispute to the Disputes Council and/or to file a complaint with the Contractor itself, the Accountants Chamber (disciplinary law) or the Complaints Committee. (right to complain).
1. If any provision from these general terms and conditions or from the underlying Assignment/Agreement is wholly or partly void and/or not valid and/or unenforceable, as a result of any legal provision, court decision or otherwise, this will have no consequences whatsoever for the validity of all other provisions of these general terms and conditions or the underlying Order/Agreement.
2. If any provision in the Assignment or part of the Assignment cannot be legally invoked, the remaining part of the Assignment will remain in full force, on the understanding that the provision on the part that cannot be invoked must be deemed to have been adjusted in such a way that an appeal to it is possible, whereby the intention of the parties with regard to the original provision or the original part is maintained as much as possible.