General Terms and Conditions

Article 2.       Applicability 

1. These general terms and conditions apply to: all offers, quotations, Assignments, legal relationships and Agreements, by whatever name, whereby the Contractor undertakes / will undertake to perform Activities for the Client, as well as to all Activities arising therefrom for the Contractor.
2. Deviation from and addition to the Assignment and / or these general terms and conditions are only valid if they have been explicitly and in writing agreed upon in, for example, a (written) Agreement or (further) assignment confirmation.
3. If any provision in these general terms and conditions deviates from a provision in the assignment confirmation, the provision included in the assignment confirmation applies with regard to the contradiction.
4. These general terms and conditions also apply to any additional or follow-up assignments.
5. The applicability of the general terms and conditions of the Client is hereby explicitly rejected by the Contractor.
6. These general terms and conditions can also be invoked by those natural persons and legal entities who are directly or indirectly involved in the service provision to the Client by or on behalf of the Contractor, in any way whatsoever, whether or not on the basis of an employment contract.

Article 3.       Client Data 

1. The Client is obliged to make available to the Contractor all Documents that the Contractor deems necessary for the proper execution of the assigned Assignment in the desired form, in the desired manner and in a timely manner.
2. The Client guarantees the accuracy, completeness and reliability of the Documents provided by him, also if these come from third parties, insofar as this does not follow from the nature of the Assignment.
3. The Client indemnifies the Contractor against damage resulting from incorrect or incomplete Documents.
4. At the expense and risk of the Client are the extra costs and extra hours made by the Contractor, as well as the other damage for the Contractor, due to the Client not, not timely or not properly providing the necessary Documents for the execution of the Activities.
5. In the event of electronic transmission of information - such as tax returns, annual accounts, reports - by (and on behalf of) the Client by the Contractor to third parties, the Client is considered 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 mentioned in the first paragraph.
7. At the first written request of the Client, the Contractor will return the original Documents provided by the Client to the Client.

Article 4.       Execution of Assignment 

1. The Contractor determines the manner in which the Assignment is executed and by which Employee (s).
2. The Contractor has the right to have Activities performed by a third party designated by the Contractor.

Article 5.       Regulations 

1. The Contractor takes appropriate measures to protect the personal data and other confidential information of the Client. The Contractor will inform its employees and any third parties involved of the confidential nature of the information. Processing of personal data by the Contractor takes place in accordance with applicable laws and regulations in the field of personal data protection.
2. The Contractor excludes all liability for damage that arises for the Client as a result of the Contractor complying with the laws and regulations applicable to it. 4. Parties will impose their obligations under this article on third parties involved by them.
3. The Client is aware that the Contractor is sometimes obliged to disclose confidential information of the Client on the basis of laws or regulations. To the extent necessary, the Client hereby gives its consent and cooperation to such disclosure, including (but not limited to) cases where the Contractor:

1. is required by law and (professional) regulations to report unusual transactions performed, known or planned during the execution of its Activities to the authorities designated for this purpose by the government;
2. must make a fraud report; 2.c. is obliged to conduct an investigation into the (identity of) the Client or its client.

Article 6.       Intellectual Property

1. The execution of the Assignment by the Contractor does not imply the transfer of intellectual property rights that rest with the Contractor. All intellectual property rights that arise during, or result from, the execution of the Assignment belong to the Contractor.
2. It is explicitly forbidden for the Client to reproduce, disclose or exploit the products on which the intellectual property rights of the Contractor rest, or products on which intellectual property rights rest with regard to the use of which the Contractor has acquired user rights. This includes, for example: computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros and other intellectual products.
3. The Client is not permitted to provide the products mentioned in the second paragraph to third parties without the prior written consent of the Contractor. This does not apply if the Client wants to obtain an expert opinion on the execution of the Activities by the Contractor. The Client will impose its obligations under this article on the third parties involved by it.

Article 7. Force majeure

1. If the parties are unable to fulfill their obligations under the Agreement due to force majeure as defined in Article 6:75 of the Civil Code, those obligations will be suspended until the parties are able to fulfill them in the agreed manner.
2. If the situation as referred to in the first paragraph occurs, the parties have the right to terminate the Agreement in whole or in part, with immediate effect, in writing, without any right to compensation.
3. If the Contractor has already partially fulfilled the agreed obligations at the time of the force majeure, the Contractor is entitled to invoice the work performed separately and the Client must pay this invoice as if it were a separate transaction.

Article 8. Fee and costs

1. The work performed by the Contractor will be charged to the Client on the basis of the time spent and the costs incurred, unless the parties have explicitly agreed 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. Travel time and accommodation costs for the work will always be charged separately.
2. In addition to the fee, the Contractor will charge the Client for the expenses incurred and the invoices of third parties engaged by the Contractor. Of course, no third parties will be engaged without consultation with the Client.
3. The Contractor has the right to request an advance payment from the Client. Failure to pay the advance payment on time may be a reason for the Contractor to suspend the work (temporarily).
4. If, after the conclusion of the Agreement, but before the Assignment is fully executed, the fees or prices change, the Contractor has the right to adjust the agreed rate, unless otherwise explicitly agreed.
5. If this is legally required, VAT will be charged separately on all amounts owed by the Client to the Contractor. All amounts in quotations and offers are exclusive of VAT.

Article 9. Payment

1. The Client must pay the amounts due to the Contractor without any right to deduction, discount, suspension or set-off, within 14 days of the invoice date, 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 does not pay within the period specified above, the Client is in default and the Contractor is entitled to charge statutory (commercial) interest from that moment on.
3. If the Client has not paid within the period specified in the first paragraph, the Client is obliged to compensate the Contractor for all actual judicial and extrajudicial (collection) costs incurred. The compensation for the costs incurred is not limited to the costs awarded by the court.
4. In the event of a jointly given Assignment, the Clients are jointly and severally liable for the payment of the invoice amount, the owed interest and costs.
5. If the Client's payment behavior, in the Contractor's opinion, gives reason to do so, the Contractor is entitled to require the Client to provide (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 suspend the further execution of the Agreement and the amount owed by the Client to the Contractor is immediately payable.

Article 10. Deadlines

1. If a deadline/date has been agreed between the Client and the Contractor within which the Assignment must be executed and the Client fails to: (a) pay an advance payment - if agreed - or (b) provide the necessary documents in a timely, complete, desired form and manner, the Client and the Contractor will consult on a new deadline/date within which the Assignment must be executed.
2. Deadlines within which the work must be completed can only be considered as a fatal deadline if this has been explicitly agreed in writing between the Client and the Contractor.

Article 11. Liability and indemnifications

1. The Contractor is not liable for damage suffered by the Client due to the fact that the Client has provided no, incorrect or incomplete documents to the Contractor, or because these have not been delivered on time. This includes the situation where the Contractor is unable to deposit the annual accounts with the Chamber of Commerce within the statutory period due to 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 failure to perform or late or inadequate performance by the Contractor.
3. The liability of the Contractor is limited to the compensation of direct damage that is the direct result of a (series of) attributable shortcomings in the execution of the Assignment. Direct damage is understood to include: the reasonable costs of determining the cause and extent of the damage; the reasonable costs of having the Contractor's performance comply with the Agreement and the reasonable costs of preventing or limiting the damage. This liability is limited to a maximum of one (1) times the fee for the work performed up to the moment of the attributable shortcoming(s) in the context of the relevant Assignment. If the execution of the Assignment covers a period longer than six (6) months, the amount referred to above will be set at the total fee for the work performed in the last six (6) months.
4. A series of attributable shortcomings is considered as one (1) attributable shortcoming.
5. 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.
6. 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 performed.
7. The Client indemnifies the Contractor against claims from third parties for damage caused by the fact that the Client has not provided any, incorrect or incomplete documents to the Contractor.
8. 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 unsafe situations in their company or organization.
9. The provisions of paragraphs 1 to 8 of this article apply to both contractual and non-contractual liability of the Contractor towards the Client.

Article 12. Termination

1. The Client and the Contractor may at any time (interim) terminate the Agreement immediately without observing a notice period by means of a written notification to the other party. If the Agreement ends before the Assignment is completed, the Client owes the Contractor a fee in accordance with the hours specified by the Contractor for Activities performed for the benefit of the Client.
2. If the Client proceeds to (interim) termination, the Contractor is entitled to compensation for the occupational loss incurred on his part and to be demonstrated, to compensation for additional costs already incurred by the Contractor, and to compensation for costs arising from the possible cancellation of engaged third parties (such as the possible costs related to subcontracting).
3. If the Contractor proceeds to (interim) termination, the Client is entitled to the cooperation of the Contractor in the transfer of Activities to third parties, unless there is intent or conscious recklessness on the part of the Client, as a result of which the Contractor sees itself forced to terminate. The condition for the right to cooperation as determined in this paragraph is that the Client has fulfilled all underlying outstanding advances or all invoices.

Article 13. Suspension

1. The Contractor is authorized to suspend the fulfillment of all its obligations, including the provision of Documents or other matters to the Client or third parties, until all claims against the Client have been fully paid.
2. The first paragraph does not apply to Documents of the Client that have not yet been processed by the Contractor.

Article 14. Limitation period

Insofar as these general terms and conditions do not provide otherwise, the rights of action and other powers of the Client against the Contractor in connection with the performance of Activities by the Contractor shall lapse at least one year after the moment when the Client became aware or could reasonably have been aware of the existence of these rights and powers..

Article 15. Electronic communication and deposit of annual accounts

1. During the execution of the Assignment, the Client and the Contractor can communicate with each other by means of electronic means and/or use electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that the sending of properly addressed mail and emails, regardless of whether they contain confidential information or documents related to the Assignment, are accepted by each other. The same applies to other communication media used or accepted by the other party.
2. The Client and the Contractor are not liable towards each other for damage that may result from the use of electronic means of communication, networks, applications, electronic storage, or other systems, including but not limited to damage resulting from non-delivery or delayed delivery of electronic communication, omissions, distortion, interception or manipulation of electronic communication by third parties or by software/hardware used for sending, receiving or processing electronic communication, transmission of viruses and the non-functioning or malfunctioning of the telecommunications network or other means required for electronic communication, unless the damage is the result of intent or gross negligence. The foregoing also applies to the use made by the Contractor in its contacts with third parties.
3. In addition to the previous paragraph, the Contractor does not accept any liability for any damage arising from or in connection with the electronic sending of (electronic) annual accounts and the digital deposit thereof with the Chamber of Commerce.
4. Both the Client and the Contractor will do or refrain from doing everything that may reasonably be expected of them to prevent the occurrence of the aforementioned risks.
5. The data extracts from the computer systems of the sender provide conclusive evidence of (the content of) the electronic communication sent by the sender until counter-evidence is provided by the recipient.
6. The provisions of Article 11 apply mutatis mutandis.

Article 16. Other provisions

1. If the Contractor performs Activities at the Client's location, the Client guarantees a suitable workplace that meets the legally established ARBO standards and other applicable regulations regarding working conditions. The Client must ensure that the Contractor is provided with office space and other facilities that, in the opinion of the Contractor, are necessary or useful for the execution of the Agreement and that meet all requirements (legally) imposed on them. With regard to the (computer) facilities made available, the Client is obliged to ensure continuity, among other things, by means of adequate backup, security and virus control procedures. The Contractor will apply virus control procedures when using the Client's facilities.
2. The Client will not employ or approach employees involved in the execution of the Activities to work for the Client, either directly or indirectly, temporarily or permanently, during the term of the Agreement or any extension thereof, and for 12 months thereafter.
3. These general terms and conditions have been drawn up in both the Dutch and English languages. In the event of any difference or conflict between the English and Dutch texts, the Dutch text is binding.
4. Provisions in the Assignment that are explicitly or by their nature intended to remain in force after the end or termination of the Assignment will remain in force after the end or termination, including but not limited to Articles 6, 8, 9, 11, 16 paragraph 2 and 17.

Article 17. Applicable law and forum choice

1. The Agreement is governed by Dutch law.
2. All disputes will be settled by the competent court in the district where the Contractor is established.