Algemene voorwaarden

Article 1 – General
1.1 The terms set forth here under shall have the following meanings:
Client: the party commissioning the assignment;
Contractor: Henk Scholten or any other employee of HS Tax Consulting;
Assignment and/or Agreement: the agreement for the assignment, in which the Contractor undertakes to perform activities vis-à-vis the Client
1.2 All assignments shall be accepted and performed exclusively by Contractor, subject to the exclusion of Sections 7:404 and 7:407 (2), of the Netherlands Civil Code;
1.3 The clauses in these general terms and conditions have also been stipulated on behalf of all persons employed by or working for Contractor including the company’s directors.

Article 2 – Applicability
2.1 These general conditions apply to all Assignments and/or Agreements between the Client and the Contractor, and their respective legal successors. These general conditions also apply to all agreements arising on this basis and/or associated agreements, as well as all to offers and/or quotations provided by the Contractor.
2.2 The applicability of the Client’s General Conditions is expressly rejected by the Contractor.
2.3 Clauses deviating from these conditions are only applicable if and insofar the Contractor has confirmed these expressly to the Client in writing.
2.4 If any clause in these general terms and conditions or in the contract is 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 object of the original clause as close as possible.

Article 3 – Data and information
3.1 The Client is obligated to provide all the data and information requested by the Contractor, as well as the data and information that the Client can reasonably know that the Contractor needs for the correct performance of the Assignment, a) on time, b) in the form desired by the Contractor and c) in the way desired by the Contractor.
3.2 The Client guarantees the accuracy, completeness, reliability and legitimacy of the data and information provided to the Contractor by the Client or on the Client’s behalf, also if this data and information have been provided through a third party or originate from a third party, unless the nature of the Assignment provides otherwise.
3.3 The Client is obliged to immediately inform the Contractor with respect to facts or circumstances that could be important in connection with the performance of the Assignment.
3.4 The Contractor has the right to suspend the performance of the Assignment until the time that the Client has fulfilled the obligations referred to in the first, second and third paragraphs.
3.5 Extra costs, extra hours, and other damages that arise for the Contractor because the Client has not fulfilled the obligations referred to in the first, second and third paragraphs, are for the expense and risk of the Client.
3.6 At the first request of the Client, the Contractor shall return the original documents provided by the Client.
3.7 The Client is responsible for correct compliance with the applicable legislation and regulations with regard to the protection of personal data, including the personal data provided and made available to the Contractor concerning the Client’s staff members, clients or third parties, also if this data originates from third parties or is provided by third parties at the Client’s request. The Contractor cannot be sued in connection with the non-compliance or incorrect compliance by the Client.

Article 4 – Performance of the assignment
4.1 Contractor shall determine how and by which person(s) the assignment shall be performed, taking into account any wishes expressed by Client as much as possible.
4.2 Contractor shall carry out the work to the best of its ability and with due professional care. Contractor does not however guarantee the achievement of any intended results.
4.3 The assignment shall be performed subject to the rules of professional conduct (‘Reglement Beroepsuitoefening’) of the Dutch Association of Tax Advisers (‘Nederlandse Orde van Belastingadviseurs’). A copy of these rules will be sent to Client on request. Client shall respect any and all obligations arising out of such rules for Contractor and all persons employed by or working with Contractor.
4.4 The Client acknowledges, on the basis of the Act on Prevention of Money Laundering and Financing of Terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme – Wwft) the Contractor:
a) May be required to conduct an investigation into the identity of the Client and/or the customer;
b) May be required to report certain transactions to the authorities appointed by the government for that purpose.
4.5 The Contractor excludes any liability whatsoever for damages arising as a result of the Contractor’s compliance with legislation and professional and other regulations applicable to him/her.
4.6 For the Assignment, the Contractor shall maintain a work file containing copies of the relevant documents, which is the property of the Contractor.
4.7 During the performance of the Assignment, the Client and the Contractor, at the request of one of the parties, shall be able communicate with each other by electronic mail. The Client and the Contractor are vis-à-vis each other not liable for any damages that arise from use of electronic mail. Both the Client and the Contractor shall do that which can reasonably be expected to prevent risks, such as spreading viruses and distortion.
4.8 In the case of doubt concerning the content and/or sending of electronic mail, the data extracts from the Contractor’s computer systems shall prevail.

Article 5 –Terms
5.1 The terms during which activities must be completed are only considered final deadlines (‘fatale termijnen’) if this is agreed in writing.
5.2 If the Client owes an advance payment or if the Client must provide the necessary data and information for the performance of the Assignment, then the period during which the activities should be completed shall not commence before the payment in full has been received by Contractor, or before all of the data and information has been provided to the Contractor.
5.3 Unless it has been established that performance thereof remains impossible, the Agreement may not be terminated by the Client because the deadline is not met, before the Client, after the expiry of the agreed term, has given the Contractor notice of reasonable term to perform the Assignment (in full) as yet, and the Contractor still does not perform the Assignment at all or within the term provided.

Article 6 – Termination
6.1 The Agreement is concluded for an indefinite period, unless, due to the content, nature or purport of the Assignment granted, it is clear that the Assignment has been concluded for a fixed term.
6.2 The Client and the Contractor may terminate the Agreement at any time (in the interim) with due observance of a reasonable period of notice, unless the termination or the termination in such a period is contrary to the principles of reasonableness and fairness. The termination must be communicated to the other party in writing.
6.3 The Agreement may be terminated by either the Contractor or the Client (in the interim) by means of registered post, without due observance of a period of notice, if the other party is not able to pay its debts or if an official receiver, administrator or liquidator is appointed; if the other party undergoes debt restructuring; if the other party ceases its activities for any other reason; if one party considers it reasonably plausible that one of the abovementioned circumstances will arise for the other party; or if a situation arises that justifies the immediate termination in the interest of the terminating party.
6.4 In all cases of interim or other termination, the Contractor retains the right to payment of the fee notes for all of the activities performed by the Contractor that point in time, which will be made available to the Client, subject to the provisional results of the activities performed until then.
6.5 If the Client decides on interim or other termination, the Contractor has a right to compensation for capacity utilisation loss, which has arisen for and which can be demonstrated by the Contractor, as well as for reasonable additional costs that were or will be incurred by the Contractor as a result of the early termination of the Agreement (such as costs relating to possible subcontracting), unless there are facts and circumstances that are the basis for the termination and which can be attributed to the Contractor.
6.6 If the Contractor decides on interim or other termination, the Client has a right to cooperation from the Contractor for the transfer of activities to third parties, unless there are facts and circumstances that are the basis for termination which can be attributed to the Client.
6.7 Insofar as the transfer of the activities for the Contractor is accompanied by extra costs, these will be charged to the Client.
6.8 Upon termination of the Agreement, each of the parties shall immediately return to the other party all goods, items and documents in their possession that belong to the other party.

Article 7 – Intellectual property rights
7.1 Contractor shall be entitled to any and all intellectual property rights developed or used by it during the performance of the assignment, including advice, opinions, working methods, (model) contracts, systems, system designs and computer programs, save insofar as third parties are entitled to such intellectual property rights.
7.2 Without prior written permission by Contractor, Client shall not reproduce, disclose or exploit such intellectual property or a recording thereof on any data carrier, either alone or in conjunction with or through third parties, without prejudice to the provisions of Article 8.3.

Article 8 – Confidentiality
8.1 The Contractor is required to maintain confidentiality with respect to the data and information provided by or on behalf of the Client with respect to third parties that are not involved with the performance of the assignment. This obligation does not apply insofar the Contractor is subject to a statutory or professional duty that dictates disclosure of the information, including the obligations arising from the Act on Prevention of Money Laundering and Financing of Terrorism and other national or international regulations of a similar meaning, or insofar as the Client has released the Contractor from the duty of confidentiality.
8.2 The first paragraph does not prevent confidential consultation between colleagues within the Contractor’s organisation, insofar as the Contractor considers this necessary for the proper performance of the assignment or for proper fulfilment of a statutory or professional duty of disclosure.
8.3 If the Contractor represents him/herself in a disciplinary, civil, arbitration, administrative or criminal procedure, he Contractor has the right to use the data and information which he/she came to know in the performance of the assignment insofar as this data and information could be of importance in his/her reasonable opinion.
8.4 Except for with the express advance written permission of the Contractor, the Client is not permitted to disclose the content of the recommendations, opinions or other written or unwritten communications of the Contractor or to make them available in any other way to third parties, except for if this arises directly from the Agreement, if this takes place to obtain an expert opinion concerning the relevant activities of the Contractor, if the Client is subject to a statutory or professional duty of disclosure, or if the Client represents him/herself in a disciplinary, civil, arbitration, administrative or criminal procedure.
8.5 The Contractor has the right to state the name of the Client and the main points of the activities performed to commercial and other business associates of the Contractor to indicate the Client’s experience.

Article 9 – Personal data
9.1 In the context of an assignment granted by the Client to the Contractor or in the context of fulfilling statutory obligations that the Contractor is subject to, the Contractor may process the personal data concerning the Client and/or persons associated with or employed by/for the Client.
9.2 The Contractor may process personal data in connection with optimising the Contractor’s services to the Client and in connection with the ability to approach the Client and/or persons employed by/for the Client with information and services of the Contractor and third parties.
9.3 The processing of personal data by the Contractor in the context of the activities as referred to in the first and second paragraphs shall take place in accordance with the applicable legislation and regulations concerning the protection of personal data.

Article 10 – Fee
10.1 The Client shall pay to Contractor a fee and an allowance for costs incurred in accordance with the Contractor’s normal rates, calculation methods and working methods.
10.2 The Contractor has the right to request an advance payment from the Client.
10.3 If, after the establishment of the Agreement, but before the Assignment has been completed in full, factors affecting the rate such as wages and/or prices undergo a change, the Contractor has the right to adjust the rate agreed earlier in accordance with the situation.
10.4 The rates do not include VAT or other taxes imposed by the authorities.

Article 11 – Payment
11.1 Payment shall be made in euro by deposit or transfer to the bank or giro account stated on the fee note, without any deduction, discount or set-off, within fourteen (14) days of the fee note date, failing which Client shall be in default. Objections to the level of the invoice do not suspend the Client’s payment obligation.
11.2 All extrajudicial costs incurred by Contractor in connection with the collection of any amounts owed by Client shall be borne by Client.
11.3 All costs incurred by Contractor in connection with legal proceedings against Client shall be borne by Client, including any and all costs exceeding the legal costs awarded, unless Contractor is ordered to pay the legal costs as losing party.
11.4 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 in the opinion of Contractor so warrants- failing which Contractor shall be entitled to suspend the performance of its obligations.

Article 12 – Complaints
12.1 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.
12.2 A complaint shall not entitle Client to suspend its payment obligations, unless Contractor has informed Client that it considers the complaint to be justified.
12.3 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, repeat the assignment concerned, or cancel the performance of the assignment partly or in full against a proportional refund of fees paid by Client.

Article 13 – Liability
13.1 The Contractor is liable vis-à-vis the Client only for any shortcoming in the performance of the assignment insofar as a shortcoming has arisen due to the non-observance of due care and expertise, as a result of which the performance of the assignment cannot be trusted.
13.2 The Contractor’s liability for any shortcoming in the performance of the assignment and for any wrongful act caused by the Contractor is limited to three times the amount that the Client, on the basis of the provision in Article 10, has paid as a fee (not including VAT) to the Contractor and/or still owes for the activities to which the loss-causing occurrence relates or is associated with, up to a maximum of thirty thousand euros (€ 30,000).
13.3 The limitation of the liability referred to in the previous paragraph does not apply insofar as the loss or damage is a result of wilful misconduct or gross negligence on the part of the Contractor.
13.4 The Contractor is also not liable for the following:
– Any loss or damage arising for the Client or third parties that is the result of incorrect or incomplete data or information provided by the Client to the Contractor or which is otherwise the result of acts or omissions by the Client;
– Any loss or damage arising for the Client or third parties that is the result of acts or omissions by auxiliary persons who are engaged by the Client or the Contractor (not including employees of the Contractor), also if these persons are employed at an organisation affiliated with the Contractor;
– Loss of profits, indirect or consequential damage arising for the Client or third parties.
13.5 A claim for the reimbursement of loss or damage must be submitted the Contractor no later than 12 months after the Client has discovered or reasonably could have discovered the loss or damage. If this does not occur, the right to compensation for loss or damage shall be forfeited.
13.6 The Client is obligated to reimburse the Contractor and indemnify the Contractor against all claims from third parties – also including the shareholders, managing directors, supervising directors and staff of the Client, as well as affiliated legal entities and businesses and others involved with the Client’s organisation – which arise from or are connected with the activities of the Contractor for the Client, except insofar as these claims are the result of wilful misconduct or gross negligence on the part of the Contractor.

Article 14 – Limitation period
Unless these general terms and conditions provide otherwise, any and all claims of Client against Contractor in connection with the performance of the assignment by it, regardless of their nature, shall expire one year after the date Client has become aware or could reasonably have been aware of the existence of such claim.

Article 15 – Choice of law, disputes
15.1 All contracts between Client and Contractor shall be governed exclusively by Dutch law.
15.2 Unless expressly agreed otherwise in writing by the parties, any disputes associated with Agreements between the Client and the Contractor shall be submitted to the competent court in the location where the Contractor is established.
15.3 Notwithstanding the provisions of Article 15.2, Client and Contractor may choose a different manner of dispute settlement.