Article 1 General
In general terms and conditions, the following terms shall have the following definitions:
Client: the party giving the order.
Contractor: Tol|Vork|Groeneveld NV, administration and tax consultancy office.
Assignment: the work deemed to be necessary in mutual consultation, which is to be performed by the Contractor in the administrative, tax and salary field.
Article 2 Applicability
These general terms and conditions apply to all legal relationships between the Contractor and the Commissioning Party. All amendments to these terms and conditions must be explicitly confirmed in writing by both parties.
Article 3 Conclusion of the Agreement
The agreement is entered into for an indefinite period of time unless otherwise stated or unless it deviates from the content, nature or purport of the assignment granted.
Article 4 Provision of information by the client
The Commissioning Party will be obliged to provide all information and documents which the Commissioning Party deems necessary for the proper performance of the assignment, in good time and in the desired form and manner.
In the event of instruction to draw up financial statements, the Commissioning Party will inform the Contractor of all other information relevant to the performance or completion of the instructions.
The Commissioning Party warrants the accuracy, completeness and reliability of the information and documents made available to the Contractor, even if they originate from third parties, unless the nature of the Assignment dictates otherwise.
At the Commissioning Party’s request, the basic documents made available by the Commissioning Party will be returned to the Commissioning Party.
The extra costs and fees arising from the delay in the performance of the assignment due to the failure to make the required information and documents available, or to make them available on time or properly, shall be borne by the client.
Article 5 Execution of the work
The Contractor is obliged to look after the client's interests to the best of its knowledge and ability.
The Contractor determines the manner how and by which person the work is performed.
The Contractor may first perform and charge the Client for more work than has been instructed, if the Client has given its prior permission to do so.
If the Commissioning Party wishes to involve third parties in the performance of the Assignment, it will only do so after having reached an agreement with the Contractor to do so. The provisions of the previous sentence will apply mutatis mutandis to the Contractor.
Article 6 Confidentiality
The Contractor is obliged to maintain confidentiality where third parties are concerned.
The Contractor is not entitled to use the information made available to them by the Client for any purpose other than that for which it was obtained. However, an exception will be made to this in the event that the Contractor acts on his own behalf in disciplinary, civil or criminal proceedings where these documents may be relevant.
Article 7 Intellectual property
The Contractor reserves all rights with regard to all intellectual property which he or she uses or has used in the context of the performance of his or her activities.
The Commissioning Party is expressly forbidden from reproducing, disclosing or exploiting these products, including computer programmes, system designs, working methods, advice, (model) contracts and other intellectual products of the Contractor, with or without the engagement and permission of third parties.
The Commissioning Party will not be permitted to provide third parties with examples or articles of these products, other than for the purpose of obtaining an expert opinion on the Contractor's activities.
The Contractor is not obliged to hand over files in their entirety to the Commissioning Party. Copies of the requested file documents must be submitted in consultation.
Article 8 Fee
The Contractor's fee will be determined on the basis of subsequent costing and is not dependent on the outcome of the work performed.
The Contractor is entitled at all times to adjust the agreed rates due to change in circumstances in the market.
The Contractor's fee, if necessarily increased by advances and invoices from third parties engaged, will be charged to the Commissioning Party on a monthly, quarterly, annual basis or after completion of the Work. This will be the case unless the Commissioning Party and the Contractor have made other arrangements regarding this. Sales tax will be charged separately on all amounts payable by the Commissioning Party to the Contractor.
Article 9 Payment
Payment by the client must be made within the agreed period, without deduction, discount or setoff, and in no case later than fourteen days after the invoice date.
If the Principal has not paid within the period referred to under 9.1, the Contractor will be entitled without further notice of default being required and without prejudice to the Contractor's other rights and after giving at least one Principal notice to pay, to charge the Principal Statutory interest from the due date until the date of payment in full.
All judicial and extrajudicial (collection) costs reasonably incurred by the Contractor as a result of the Commissioning Party's failure to fulfil its payment obligations will be borne by the Commissioning Party.
If in the Contractor's opinion, the Commissioning Party's financial position or payment behaviour gives cause to do so, the Contractor will be entitled to require the Commissioning Party to immediately provide (additional) security in a form which is to be determined by the Contractor. If the Commissioning Party fails to provide the security requested, the Contractor will be entitled, without prejudice to its other rights, to immediately suspend further performance of the Agreement and all amounts owed by the Commissioning Party to the Contractor for whatever reason will become immediately due and payable.
In the event of an order given jointly, the Commissioning Party will be jointly liable for payment of the invoice amount far the Work that has been performed for the joint Commissioning Party's benefit.
Article 10 Complaints
Complaints from the Commission Party relating to the work performed and/or the invoice amount must be made known to the Contractor in writing within 90 days of the date of dispatch of the documents or information, or within 90 days of the discovery of a discrepancy if the Commissioning Party demonstrates that it could not reasonably have discovered the discrepancy earlier.
Complaints as referred to in the first paragraph do not suspend the Commissioning Party's payment obligation.
In the event of a justified complaint, the Contractor will have the choice between adjusting the fee charged, rectifying or re-performing the rejected work free of charge, or no longer performing the Assignment in whole. A part exchange for a pro rata refund of the fee already paid by the Commissioning Party can also be requested.
Article 11 Cancellation
The Commissioning Party and the Contractor may terminate the Agreement at any time.
Notice of termination must be given in writing to the other party.
Article 12 Liability
The Contractor shall be able to perform his or her work to the best of his or her ability and shall exercise all due care in doing so. If an error is made because the Commissioning Party has provided him or her with incorrect or incomplete information, the Contractor will not be liable for any loss or damage arising as a result.
If the Commissioning Party demonstrates that it has suffered damage as a result of an error on the Contractor's part which would have been avoided if it had acted with due care, the Contractor will be obliged to remedy that error within a reasonable period of time to repair any damage done.
If it is impossible to rectify the error referred to in the previous point, the Commissioning Party will be liable for such damage only up to a maximum of the average fee for the last 3 calendar years.
The Commissioning Party will indemnify the Contractor against third-party claims for damages caused if the Commissioning Party has provided the Contractor with incorrect or incomplete information.
Article 13 Expiry period
Any points the Commissioning Party wishes to raise outside of the above General Terms and Conditions, rights of action and other powers of the Commissioning Party for whatever reason, for example, regarding the performance of the Contractor and work carried out, will lapse 90 days after the moment at which the Commissioning Party has become aware or, could reasonably have become aware of the existence of these rights and powers.
Article 14 Applicable law and choice of forum
All agreements between the Commissioning Party and the Contractor to which these General Terms and Conditions apply will be governed by Dutch law.
All disputes relating to agreements between the Commissioning Party and the Contractor to which these General Terms and Conditions apply and which do not fall within the jurisdiction of the subdistrict court will be settled by the competent court in the district in which the Contractor is domiciled.
Contrary to the provisions of paragraph 2, the Commissioning Party and the Contractor will be authorised to submit disputes to a Committee of Wise Men.
