Terms and Conditions
Article 1 – General
1.1 The terms set forth hereunder shall have the following meanings:
Client: the opposite party of Contractor with regard to a contract within the meaning of Article 2.1;
Contractor: Tax at Work B.V., having its registered office at Amsterdam, Nachtwachtlaan 20.
1.2 All assignments will be accepted and performed exclusively by the Contractor, and will not be subject to Sections 7:404 and 7:407(2) of the Dutch Civil Code.
Article 2 – Applicability
2.1 These General Terms and Conditions shall apply to (i) all contracts under which Contractor is obliged to perform services; (ii) all contracts arising there from and/or relating thereto between Client and Contractor or their respective legal successors; and (iii) all offers and/or proposals made by Contractor.
2.2 Any provisions deviating from these General Terms and Conditions will apply only if and insofar as Contractor has expressly confirmed their application to Client, in writing.
2.3 If any clause in these General Terms and Conditions or in the contract is invalid or is held to be invalid, the remainder of the contract shall remain in force to the extent possible and the invalid clause shall be replaced forthwith in consultation between the parties by a clause which reflects the intent of the original clause as closely as possible.
2.4 These General Terms and Conditions will also apply to Contractor’s partners, (indirect) shareholders of Contractor and to anyone engaged by Contractor in the context of the performance of the assignment. They may invoke these Terms and Conditions vis-à-vis Client.
2.5 The application of any (general) terms and conditions used by Client is expressly ruled out.
Article 3 – Data and information
3.1 Contractor shall only be obliged to effect the performance – or further performance – of the assignment if Client has submitted all data and information requested by Contractor and/or all data and information which Client should reasonably understand are required by Contractor for the proper performance of the assignment, on time and in the form and in the manner specified by Contractor. Any additional costs that may arise as a result of the fact that Client has not submitted the required data or information, or has not submitted same on time or properly, will be for Client’s account.
3.2 Client shall be obliged to notify the Contractor forthwith of any facts and circumstances that may be relevant to the performance of the assignment.
3.3 Client guarantees that the data and information provided by or on behalf of it to Contractor will be accurate, complete, reliable and lawful, also if such data and information have originated from third parties or have been furnished by third parties on its instructions.
3.4 Client shall be responsible for compliance with the applicable laws and regulations in the field of personal data protection, also in respect of the submission or provision to Contractor of personal data pertaining to personnel, clients or third parties, even if such data have originated from third parties or have been provided by third parties on Client’s instructions. Contractor cannot be held liable for any non-performance or incorrect performance by Client.
Article 4 – Email and internet use
4.1 Client and Contractor may communicate with each other by means of electronic mail (email). However, certain risks are associated with the use of internet and email, such as, but not confined to, distortion, delay, interception, manipulation and viruses. Contractor shall not be liable for any damage that may ensue from the use of internet and/or email.
4.2 In the event of any doubt regarding the content and/or transmission of electronic mail, the data extracts from Contractor’s computer systems will be decisive.
Article 5 – Performance of the assignment
5.1 Contractor shall determine in what manner and by which person/persons the assignment shall be carried out, although it will take account of any wishes stated by Client insofar as possible. If Contractor wishes to engage any third parties for Client’s account for purposes of the assignment’s implementation, it will do so only in consultation with Client.
5.2 Contractor shall perform the work to the best of its ability and with due professional care. However, Contractor cannot guarantee the achievement of any specific intended results.
5.3 The assignment shall be performed subject to the rules of professional conduct (“Reglement Beroepsuitoefening”) and the disciplinary rules (“Reglement Tuchtzaken”) of the Dutch Association of Tax Advisers (“Nederlandse Orde van Belastingadviseurs”). Copies of these rules will be sent to Client on request. Client shall respect any and all obligations arising out of these rules for Contractor and all persons employed by or working for Contractor.
5.4 Dates by which work must be completed shall only be regarded as deadlines whose nonobservance constitutes a default (“fatale termijnen”) if expressly agreed in writing.
5.5 Client shall not be entitled to rescind the contract if and when an agreed deadline is exceeded, unless:
(i) Contractor also fails to perform its contractual obligations within a reasonable period notified to it in writing upon the lapse of the original deadline; and
(ii) it is evident that the performance of the contract will be permanently impossible.
Article 6 – Intellectual property rights
6.1 Contractor shall be entitled to any and all intellectual property rights developed or used by it during the performance of the assignment, including any advice, opinions, working methods, (model) contracts, systems, system designs and computer programs, save insofar as third parties are entitled to such intellectual property rights.
6.2 Without prejudice to the provisions of Article 7.3, and without prior written permission by Contractor, Client shall not reproduce, disclose or exploit such intellectual property rights or a recording thereof on any data carrier, either alone or in conjunction with or through the engagement of third parties.
Article 7 – Confidentiality
7.1 Contractor and/or any persons working for/at or affiliated with Contractor shall be obliged to observe confidentiality vis-à-vis third parties of confidential information of Client provided by or on behalf of Client, not including third parties involved in the implementation of the assignment. This obligation shall not apply in the event of a statutory or professional duty to disclose the relevant information or a binding ruling by a court or governmental body or if Client has released Contractor from its obligation to observe confidentiality. This obligation does no longer apply in case the confidential information has been made public, other than due to an unlawful publication, or in case Contractor is already aware of the confidential information before it is provided to Contractor by the Client or developed by the Contractor.
7.2 Contractor will only be entitled to use the information made available to it by Client as well as any other data and information of which Contractor has become aware during the implementation of its assignment for the purpose for which these were provided and for the normal business operations of Contractor, which includes any action taken by Contractor or persons affiliated with or working for/at Contractor, on their own behalf, in disciplinary, criminal, civil or administrative law proceedings to which such information may be relevant as well as any measures taken to prevent such proceedings and the provision of such information to its insurers and/or advisors in relation to the professional liability of Contractor.
7.3 Without the express prior written permission of Contractor, Client shall not disclose or make available to third parties in any other way, any report, advice, opinions of or other statements made by Contractor, whether or not in writing, unless (i) such action arises directly from the contract or is effected to obtain an expert opinion on the work performed by Contractor, or (ii) Client has a legal or professional obligation to disclose the data concerned or (iii) Client, or any of its directors or employees, is acting on its own behalf in disciplinary, civil or criminal proceedings.
7.4 Contractor reserves the right to use Clients’ name for promotional activities and references and to reveal the type of services provided to Client and mention specifics about the assignment provided that such specifics have been made public in the media.
Article 8 – Personal data
8.1 In the context of the assignment granted by Client to Contractor or for purposes of fulfilling any statutory obligations resting with Contractor, Contractor may process personal data pertaining to Client and/or persons affiliated with or working for/at Client.
8.2 Contractor may process personal data for purposes of optimising its provision of services to Client and in order to be able to approach Client and/or persons working for/at Client with information and services offered by Contractor and third parties.
8.3 Contractor will process personal data in the context of the activities referred to in paragraphs 1 and 2 in accordance with the applicable laws and regulations in the field of personal data protection.
8.4 Client itself will observe the applicable laws and regulation in the field of personal data protection.
Article 9 – Fee
Client shall pay a fee to Contractor and reimburse Contractor for costs (including fees for and costs of third parties engaged by Contractor for Clients’ account) incurred in accordance with Contractor’s usual rates, methods of calculation and working methods. The amount charged by Contractor may deviate from previous estimates and quotes.
Article 10 – Payment
10.1 Payment shall be made in Euros, without any deduction, discount or set-off, by deposit in or transfer to the bank or giro account stated on the invoice, within fourteen (14) days of the invoice date, failing which Client shall be in default. Without prejudice to any other right of Contractor, Contractor is entitled to charge statutory interest (in accordance with article 6:119a of the Dutch Civil Code) as of the due date until the date of payment of the full amount due.
10.2 All extra judicial costs incurred by Contractor in connection with the collection of any amounts owed by Client shall be borne by Client.
10.3 All costs incurred by Contractor in connection with legal proceedings against Client shall be borne by Client, also insofar as these costs exceed the legal costs awarded, unless Contractor as the unsuccessful party is ordered to pay the legal costs.
10.4 Contractor reserves the right to request Client to provide for full or partial payment in advance and/or to provide security even during the performance of an assignment, if the financial position or the payment behaviour of Client so warrants in the opinion of Contractor, failing which Contractor shall be entitled to suspend the performance of its obligations.
10.5 In case Contractor is engaged jointly by multiple parties, Contractor may hold all Clients jointly and severally liable for payment of the amount charged by Contractor, insofar the services of the assignment were provided to the Clients jointly.
10.6 In case it has been agreed that the assignment will be completed in multiple phases, Contractor is entitled to hold off starting with the next phase until Client accepts the work performed by Contractor in the previous phase and the amounts charged by Contractor for it are paid in full by Client.
Article 11 – Complaints
11.1 Contractor must be informed in writing of any complaints concerning work performed or fees charged within thirty (30) days of the date of dispatch of the documents or information on which such complaints are based or, in case Client shall prove that it could not reasonably have discovered the shortcoming earlier, within thirty (30) days after discovery thereof, failing which Client shall forfeit any and all claims relating thereto.
11.2 A complaint shall not entitle Client to suspend its payment obligations, unless Contractor has informed Client that it considers the complaint to be justified.
11.3 In the event of a justified complaint Contractor shall have the right, at its own discretion, either to adapt the fees charged, rectify the shortcoming free of charge, again perform the assignment concerned, or to cancel the performance of the assignment, in part or in full, a proportional refund of fees paid by Client.
Article 12 – Liability
12.1 Contractor shall be liable to Client for any shortcoming in the performance of the assignment in case Client demonstrates that it incurred damages as a result of a material shortcoming of Contractor insofar as such shortcoming consists in a failure to exercise the due care and expertise which may be expected with regard to the performance of the assignment.
12.2 Contractor’s liability for a shortcoming in the performance of the assignment or for any tort on the part of Contractor shall be limited to three times the fee (exclusive of VAT) charged by Contractor for the work to which the harmful event pertains or with which it is related, subject to a maximum amount of fifty thousand Euros (EUR 50,000). In case of a liability towards multiple Clients this limitation of the liability of Contractor applies to the multiple Clients jointly.
12.3 The limitations of Contractor’s liability as described in the second paragraph shall not apply insofar as the damage has resulted from a wilful misconduct or gross negligence on Contractor’s part.
12.4 However, Contractor shall not be liable for:
any damage incurred by Client or third parties as the result of the provision of incorrect or incomplete data or information by Client to Contractor or as the result of any other act or omission on Client’s part;
any damage incurred by Client or third parties as the result of an act or omission on the part of any auxiliary persons engaged by or at the request of Client (not including employees of Contractor and members of the Network);
any indirect damage, special damage or consequential damage incurred by Client or third parties (including but not limited to missed profit , missed savings or stagnation of business).
12.5 The limitations of liability of this article 12 apply to Contractor and the persons, both individually and jointly, involved in the assignment.
12.6 Client shall hold harmless and indemnify Contractor against all claims from third parties, including but not limited to shareholders, directors, supervisory directors and employees of Client as well as affiliated legal entities and companies and third parties involved in the organisation of Client, arising from or in connection with the work performed by Contractor for Client, unless such claims are due to gross negligence or wilful misconduct on the part of Contractor. This indemnification also covers all costs involved in setting up a defence against such claims.
Article 13 – Limitation period
Unless these General Terms and Conditions provide otherwise, any and all claims of Client against Contractor in connection with its performance of the assignment, regardless of their nature, shall expire one year after the date Client has become aware or could reasonably have become aware of the existence of such claim.
Article 14 – Aftermath
All rights and obligations in connection with the assignment that are intended to apply after the termination of the assignment, will continue to apply between Contractor and Client after such termination.
Article 15 – Transfer
No party to the assignment has the right to transfer its rights and obligations in connection with the assignment to a third party without the prior written approval of the other party for such transfer.
Article 16 – Termination
16.1 The assignment can be terminated in writing only by both Contractor and Client taking into account a notice period of thirty (30) days. In case of termination by Client, Client is obliged to reimburse Contractor all damages and costs incurred by Contractor, including but not limited to damages and costs in relation to the assignment and the (future) performance of it.
16.2 Contractor is entitled to terminate the assignment in writing and with immediate effect in case of unforeseen circumstance (as meant in article 6:258 of the Dutch Civil Code.
16.3 In case of a termination on the basis of article 16 (1) or (2) Contractor reserves the right for payment of the amounts charged by Contractor for the performance of the assignment. All amounts due by Client in relation to the performance of the assignment becomes due in full with immediate effect.
Article 17 – Choice of law, disputes
17.1 All contracts between Client and Contractor shall be exclusively governed by Dutch law. Disputes shall be submitted to the competent court in the place in which the registered office of Contractor is situated.
17.2 Notwithstanding the provisions of Article 16.2, Client and Contractor may choose a different manner of dispute settlement.
17.3 The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) is not applicable.