General terms and conditions
Article 1 – General
1.1 In these general terms and conditions, the following definitions apply:
- a) Client: the party placing the order;
- b) Contractor: NovioTax, established in Nijmegen. NovioTax is a private limited company;
- c) Assignment or Agreement: the agreement for services, whereby the Contractor undertakes to perform certain work for the Client;
- All Assignments from the Client are deemed to have been given exclusively to the private limited company. The Assignments are accepted and carried out under the responsibility of the private limited company. It does not matter whether the Client has given the Assignment explicitly or implicitly with a view to its execution by a specific person or persons. The effect of Articles 7:404 and 7:407(2) of the Dutch Civil Code is excluded.
- All provisions in these general terms and conditions also apply to all those who work for the Contractor in the context of the execution of the Assignment. They may invoke these provisions vis-à-vis the Client.
Article 2 – Applicability
2.1 These general terms and conditions apply to all Assignments or Agreements between the Client and the Contractor, or their legal successors, as well as to all agreements arising from and/or related to them and to all offers and/or quotations made by the Contractor.
2.2 The applicability of the Client’s General Terms and Conditions is expressly rejected by the Contractor.
2.3 Provisions deviating from these terms and conditions shall only apply if and insofar as the Contractor has expressly confirmed them to the Client in writing.
2.4 If any provision that forms part of these general terms and conditions or of the Agreement is null and void or is voided, the remainder of the Agreement will remain in force as far as possible. In consultation between the parties, the provision in question will be replaced immediately by a provision that approximates the purport of the original provision as closely as possible.
Article 3 – Formation of the Agreement
3.1 The Agreement is concluded at the moment the order confirmation signed by the Contractor and the Client is received by the Contractor. The order confirmation is based on the information provided by the Client to the Contractor at that time. The order confirmation is deemed to accurately and completely reflect the Agreement.
3.2 If the Assignment has been given verbally, or if the order confirmation has not (yet) been signed and returned, the Assignment shall be deemed to have been concluded with the application of these general terms and conditions at the moment the Contractor has started to perform the Assignment at the Client’s request.
Article 4 – Data and information
4.1 The Client is obliged to provide all data and information requested by the Contractor in a timely manner, in the form and manner desired by the Contractor. This also applies to data and information that the Client can reasonably be expected to know that the Contractor needs for the proper execution of the Assignment.
4.2 The Client guarantees the accuracy, completeness, reliability, and legitimacy of the data and information provided to the Contractor by or on behalf of the Client, even if this is provided via third parties or originates from third parties, unless the nature of the Assignment dictates otherwise.
4.3 The Client is obliged to inform the Contractor immediately of any facts and circumstances that may be relevant to the performance of the Assignment.
4.4 The Contractor has the right to suspend the performance of the Assignment until the Client has fulfilled the obligations referred to in the first, second, and third paragraphs.
4.5 Additional costs, additional hours, and other losses incurred by the Contractor as a result of the Client’s failure to comply with the obligations referred to in the first, second, and/or third paragraphs shall be borne by the Client.
4.6 At the Client’s first request, the Contractor shall return the original documents provided by the Client to the Client.
Article 5 – Performance of the Assignment
5.1 The Contractor shall determine the manner in which and by which person(s) the Assignment is carried out, but shall follow the wishes expressed by the Client as much as possible. If the Contractor wishes to engage third parties at the Client’s expense in the performance of the Assignment, it shall only do so with the Client’s approval.
5.2 The Contractor shall perform the work to the best of its ability and as a professional acting with due care. The Contractor cannot guarantee that the desired result will be achieved with the work. This contract for services is therefore a best-efforts obligation and not a result obligation.
5.3 The Assignment will be carried out in compliance with the applicable (professional) regulations and the requirements of or pursuant to the law. The Client will cooperate fully and at all times with the obligations arising from this for the Contractor.
5.4 The Client is aware that, pursuant to the Money Laundering and Terrorist Financing (Prevention) Act (Wwft), the Contractor:
- a) may be obliged to investigate the identity of the Client; and
- b) may be obliged to report certain transactions to the authorities designated for this purpose by the government.
5.5 Professional regulations are understood to mean, in any case, the Professional Practice Regulations and the Special Code of Conduct of the Dutch Association of Tax Advisers (NOB).
5.6 The Contractor excludes any liability for damage resulting from the Contractor’s compliance with the laws and (professional) regulations applicable to it.
5.7 The Contractor shall maintain a work file in respect of the Assignment containing copies of relevant documents, which shall be the property of the Contractor.
5.8 During the performance of the Assignment, the Client and the Contractor may communicate with each other by email at the request of either party. The Client and the Contractor shall not be liable to each other for damage resulting from the use of electronic mail. Both the Client and the Contractor shall do everything that may reasonably be expected to prevent risks, such as the spread of viruses and distortion.
5.9 In case of doubt about the content and/or sending of electronic mail, the data extracts from the Contractor’s computer systems shall be decisive.
Article 6 – Deadlines
6.1 Deadlines by which work must be completed are only strict deadlines if this has been agreed in writing.
6.2 If the Client is required to make an advance payment, the period within which the work must be completed shall only commence after the Contractor has received payment in full. If the Client is required to provide data and information necessary for the execution of the Assignment, the period within which the work must be completed shall only commence after the data and information have been made available to the Contractor in full.
6.3 Unless it is established that performance is permanently impossible, the Agreement may be terminated by the Client solely on the grounds of exceeding the deadline, after the Client, at the end of the agreed period, has given the Contractor a reasonable period of time to perform the Assignment (in full) and the Contractor still fails to perform the Assignment or fails to perform it in full within the extended period specified.
Article 7 – Termination
7.1 The Agreement is entered into for an indefinite period, unless it follows from the content, nature, or scope of the Assignment that it has been entered into for a definite period.
7.2 The Client and the Contractor may terminate the Agreement at any time (prematurely) with due observance of a reasonable notice period, unless reasonableness and fairness preclude termination or termination within such a period. Notice of termination must be given to the other party in writing.
7.3 The Agreement may be terminated (prematurely) by either the Contractor or the Client by registered letter without observing a notice period if the other party is unable to pay its debts or if a receiver, administrator, or liquidator has been appointed, the other party undergoes debt restructuring, or ceases its activities for any other reason, or if the other party reasonably considers that one of the above circumstances has arisen at the other party, or if a situation has arisen that justifies immediate termination in the interests of the terminating party.
7.4 In all cases of (interim) termination, the Contractor shall remain entitled to payment of the invoices for the work performed by it up to that point, whereby the provisional results of the work performed up to that point shall be made available to the Client, subject to reservation.
7.5 If the Client has proceeded with (interim) termination, the Contractor is entitled to compensation for:
– the loss of capacity on its part that can be demonstrated, and
– additional costs that the Contractor has reasonably had to incur or will have to incur as a result of the early termination of the Agreement (such as costs for any subcontracting),
unless the termination is based on facts and circumstances attributable to the Contractor.
7.6 If the Contractor has proceeded with (interim) termination, the Client is entitled to the Contractor’s cooperation in transferring work to third parties, unless there are facts and circumstances underlying that termination that are attributable to the Client.
7.7 Insofar as the transfer of the work entails additional costs for the Contractor, these will be charged to the Client.
7.8 Upon termination of the Agreement, each of the parties shall immediately hand over to the other party all goods, items, and documents in its possession that are the property of the other party.
Article 8 – Intellectual property rights
8.1 All rights relating to intellectual property developed or used by the Contractor in the performance of the Assignment, including advice, working methods, (model) contracts, systems, system designs, and computer programs, shall vest in the Contractor, insofar as these do not already vest in third parties.
8.2 Except with the express prior written consent of the Contractor, the Client is not permitted to reproduce, disclose, or exploit the intellectual property or its recording on data carriers, whether or not together with or through the involvement of third parties, without prejudice to the provisions of Article 9.3.
Article 9 – Confidentiality
9.1 The Contractor is obliged to keep the data and information provided by or on behalf of the Client confidential from third parties who are not involved in the execution of the Assignment. This obligation does not apply insofar as the Contractor has a legal or professional obligation to disclose, including the obligations arising from the Money Laundering and Terrorist Financing (Prevention) Act (Wwft) and other national or international regulations with a similar purpose, or insofar as the Client has released the Contractor from the confidentiality obligation.
9.2 The first paragraph does not prevent confidential collegial consultation within the Contractor’s organization, insofar as the Contractor deems this necessary for the careful execution of the Assignment or for careful compliance with a legal or professional obligation.
9.3 If the Contractor is acting on its own behalf in disciplinary, civil, arbitration, administrative, or criminal proceedings, it is entitled to use the data and information it has become aware of during the performance of the Assignment insofar as it reasonably believes this to be relevant.
9.4 Without the Contractor’s express prior written consent, the Client is not permitted to disclose the content of advice, opinions, or other written or unwritten statements made by the Contractor or to make them available to third parties in any other way. This does not apply if:
– this arises directly from the Agreement,
– this is done in order to obtain an expert opinion on the relevant activities of the Contractor,
– the Client has a legal or professional obligation to disclose, or
– the Client is acting on its own behalf in disciplinary, civil, arbitration, administrative, or criminal proceedings.
9.5 The Contractor may refer to the services performed only in anonymised and non-identifiable terms, without disclosing the Client’s identity, for the sole purpose of demonstrating the Contractor’s professional experience.
Article 10 – Personal data and the General Data Protection Regulation
10.1 When providing and making personal data available to the Contractor, the Client shall comply with the General Data Protection Regulation and other applicable laws and regulations in the field of personal data protection.
10.2 When carrying out the Assignment, the Contractor shall comply with the General Data Protection Regulation and other applicable laws and regulations in the field of personal data protection and shall only process personal data obtained if this is compatible with the purpose for which the personal data is obtained.
10.3 If necessary, the Client and the Contractor shall enter into a processing agreement.
10.4 The Contractor shall take appropriate technical and organizational measures to protect the personal data against destruction, loss, and unauthorized access.
10.5The Client agrees that the Contractor may work with third parties such as ICT service providers and
suppliers of administration tools for the purpose of providing and optimizing its services and may share personal data with these third parties in that context. In accordance with the provisions of the General Data Protection Regulation, the Contractor shall enter into a processing agreement with the (sub)contractors it engages.
Article 11 – Fee
11.1 The Client owes the Contractor a fee as well as reimbursement of costs incurred in accordance with the Contractor’s usual rates, calculation methods, and working methods.
11.2 The Contractor has the right to request an advance payment from the Client.
11.3 If, after the Agreement has been concluded but before the Assignment has been fully performed, factors determining the rate, such as wages and/or prices, undergo a change, the Contractor is entitled to adjust the previously agreed rate accordingly.
11.4 All rates are exclusive of VAT and other government-imposed levies.
Article 12 – Payment
12.1 Payment must be made in Dutch currency (Euro) without any deduction, discount, or set-off by deposit or transfer to the bank account indicated on the invoice within fourteen days of the invoice date. The date of payment is the date on which the amount due is credited to the Contractor’s account. Objections to the amount of the invoice do not suspend the Client’s payment obligation.
12.2 If the Client has not paid within the period referred to in the first paragraph, or within another period agreed between the parties, the Client will be in default by operation of law and the Contractor will be entitled to charge statutory interest from that moment on.
12.3 If the Client, acting in the course of a business or profession, has not paid within the period specified in the first paragraph, the Client shall be obliged to reimburse all extrajudicial and judicial (collection) costs incurred by the Contractor, even if these costs exceed any court order for legal costs, unless the Contractor is ordered to pay the costs as the losing party.
12.4 If the Client is not acting in the course of a business or profession, the Client shall be obliged to pay extrajudicial collection costs up to the maximum amount in accordance with the Extrajudicial Collection Costs Decree. The Client shall owe these extrajudicial collection costs after it has been given a fruitless reminder to pay within fourteen days, while already in default.
12.5 In the event of a joint Assignment, the Clients shall be jointly and severally liable for the payment of the invoice amount, interest and other costs due, insofar as the Assignment has been carried out on behalf of the joint Clients.
12.6 The Contractor reserves the right – even during the execution of an order, if the financial position or payment behaviour of the Client gives cause to do so in the opinion of the Contractor – to require full or partial advance payment and/or the provision of security from the Client, failing which the Contractor is entitled to suspend the fulfilment of its obligations.
Article 13 – Complaints
13.1 Under penalty of forfeiture of all claims, any complaint about work performed or the invoice amount must be communicated to the Contractor in writing
– within 30 days of the date of dispatch of the documents or information about which the Client is complaining, or
– if the Client demonstrates that it could not reasonably have discovered the defect earlier, within 30 days after the discovery of the defect.
13.2 A complaint does not suspend the Client’s payment obligation, unless the Contractor has informed the Client that it considers the complaint to be justified.
13.3 In the event of a justified complaint, the Contractor may choose between adjusting the fee charged, improving or redoing the work in question free of charge, or not performing the Assignment in whole or in part, in exchange for a proportional refund of the fee already paid by the Client.
Article 14 – Liability
14.1 The Contractor shall only be liable to the Client for a shortcoming in the performance of the Assignment insofar as the shortcoming consists of a failure to observe the care and expertise that may be expected in the performance of the Assignment.
14.2 The Contractor’s liability for a shortcoming in the performance of the Assignment as well as for a wrongful act caused by the Contractor is limited to three times the amount that the Client has paid and/or still owes to the Contractor as a fee (excluding VAT) in respect of the work to which the damage-causing event relates or with which it is connected, up to a maximum of €1,000,000 (one million euros).
14.3 The limitation of liability referred to in the previous paragraph does not apply insofar as the damage is the result of intent or gross negligence on the part of the Contractor.
14.4 However, the Contractor shall not be liable for:
– damage incurred by the Client or third parties as a result of the provision of incorrect or incomplete data or information to the Contractor by or on behalf of the Client or otherwise as a result of an act or omission on the part of the Client and its representatives;
– damage incurred by the Client or third parties as a result of an act or omission by auxiliary persons engaged by the Client or the Contractor (not including employees of the Contractor), even if they work for an organization affiliated with the Contractor;
– operational, indirect, or consequential damage incurred by the Client or third parties.
14.5 A claim for compensation for damage must be submitted to the Contractor within twelve months
after the Client has discovered or could reasonably have discovered the damage, failing which the
right to compensation will lapse.
14.6 The Client is obliged to indemnify and hold the Contractor harmless against all claims from third parties, including shareholders, directors, supervisory directors, and personnel of the Client, as well as affiliated legal entities and companies and others involved in the Client’s organization—arising from or related to the Contractor’s work for the Client, except insofar as these claims are the result of intent or gross negligence on the part of the Contractor.
Article 15 – Limitation period
Unless otherwise specified in these general terms and conditions, the Client’s rights of claim against the Contractor on any basis whatsoever in connection with the performance of work by the Contractor shall, in any case, lapse one year after the moment the Client became aware or could reasonably have become aware of the existence of these rights.
Article 16 – Choice of law and jurisdiction
16.1 All Agreements between the Client and the Contractor are governed exclusively by Dutch law.
16.2 Unless the parties expressly agree otherwise in writing, all disputes relating to Agreements between the Client and the Contractor shall be submitted to the competent court in the place where the Contractor is established.
16.3 Notwithstanding the previous paragraph, the Client and the Contractor may opt for a different method of dispute resolution.