GENERAL TERMS AND CONDITIONS OF RDR ACCOUNTANS B.V.
Article 1 . DEFINITIONS
The definitions given in capital letters have the following meanings in the context of these terms and conditions:
a. Regulatory Profession: professional conduct to which the auditor because of the entry in the accounting records of the NBA is subject;
b . Documents: all information provided by the Client to the Contractor or information , whether or not included in ( on ) material carriers and whether or not placed with third parties, as well as all manufactured in the framework of the execution of the Contract / Agreement by the Contractor or collected data, whether or not included in ( on ) material carriers and whether or not placed with third parties, as well as any other information of any relevance to the execution or completion of the contract, whether or not included in ( on ) material carriers;
c . Employee: any natural person employed by or associated with the Service , whether or not under a contract of employment;
d. Contract / Agreement: the agreement under which the Contractor to Client undertakes to perform certain activities;
e . Client: or legal person who has to perform the work assignment to the Contractor the natural person ;
f. Contractor: the office that the command has been accepted . All orders are accepted and executed by the office, not by or on behalf of an individual staff member, regardless of whether the Client Contract has been granted for the purpose of execution by a particular staff member or certain employees. Expressly or impliedly Articles 7:404 , 7:407 and 7:409 paragraph 2 are expressly excluded from the application;
g . Work: all work by the Contractor to perform for the Client which command is given and accepted by the Contractor and all work arising therefrom for the Contractor.
Article 2. APPLICABILITY
- These general conditions apply to all offers, quotations, orders, agreements and legal relations, however named, which the Contractor undertakes / will undertake to perform for the Client, as well as all activities arising therefrom for the Contractor.
- Deviations from and additions to these terms and conditions are only valid if they are agreed , for example , an agreement ( in writing ) or order confirmation expressly in writing.
- If any provision of these terms and conditions and the order confirmation are mutually contradictory , listed in the order confirmation requirement with regard to the conflict applies.
- The applicability of the general conditions of the Client Contractor explicitly rejects.
Article 3. CLIENT
- Client is obliged to provide all Documents to which the Contractor considers necessary for the proper performance of the Contract in the desired form, in the required manner and timely disposal of the Contractor to propose. Contractor determines what constitutes desired shape, desired manner and in time it should be understood.
- The Client is responsible for the correctness , completeness and reliability of the Documents supplied by him , even if they come from a third party, unless otherwise arises from the nature of the Contract .
- Contractor has the right to suspend Execution of the Assignment until the moment the Client has fulfilled the obligations referred to in the first and second paragraph.
- The Client shall indemnify the Contractor for damage resulting from incorrect or incomplete Documents.
- Expense and risk of the Client, the additional costs incurred by the Contractor and extra hours, and other damage to the Contractor, because it does not, not timely or properly provide the Client for the performance of the Work necessary Documents.
- At the first Client’s request the Contractor will return the original, provided by the Client, Documents to the Client.
Article 4. PERFORMANCE CONTRACT
- The Contractor shall execute the contract to the best of its ability and with due observance of the applicable law and ( Professional ) regulations.
- The Contractor shall determine the manner in which the Contract is performed and by which Employee (s ).
- The Contractor has the right to carry out work to a third party appointed by the Contractor.
Article. 5 . ( PROFESSIONAL ) REGULATIONS
- The Client shall provide full cooperation to the obligations of the Contractor arising from the applicable ( Professional ) regulations.
- The Client is aware that the Contractor – includes, but is not limited to – :
a. based on the provisions of applicable laws and ( Professional ) regulations can be certain , defined in the laws and regulations ( Professional ) and become known during the course of his work , to notify the appropriate government authorities set of transactions;
b. report fraud will have to do in certain situations under applicable laws and (professional ) regulations;
c . under applicable law and ( Professional ) regulation may be an investigation into the ( identity ) client or the client to do compulsory.
- Contractor excludes any liability for damages caused by the Client as a result of the Contractor’s compliance with the valid laws and (professional) regulations.
Article 6. INTELLECTUAL PROPERTY
- The execution of the Contract by the Contractor does not include the transfer of intellectual property rights vested in the Contractor . All intellectual property rights arising during or resulting from the execution of the Contract belong to the Contractor.
- The Client is expressly forbidden to use the products in which intellectual property rights of the Contractor contained, or products covered by intellectual property rights relating to the use of which the Contractor has acquired usage rights – which in this context , in any case , but not be limited to: computer ` s , system designs, methods, advice, ( model) contracts, reports, templates, macros, and other intellectual property – to reproduce, disclose or exploit.
- The Client is not permitted to use the products mentioned in the second paragraph without the prior written consent of the Contractor to third parties , other than to get an expert opinion on the performance of the Work by the Contractor . Client in that situation, imposes the obligations under this article, on to third parties engaged by him.
Article 7. FORCE MAJEURE
- If the parties to fulfill the obligations under the agreement, not timely or properly can meet them untimely as a result of force majeure within the meaning of Art. 6:75 civil Code than those obligations will be suspended until such time that the parties still unable to meet them in the agreed manner
- If the situation referred to in the first paragraph occurs parties have the right to terminate the contract in whole or in part with immediate effect, moreover, without any right to compensation.
Article 8. FEES AND CHARGES
- The work performed by the Contractor shall be charged to the Client on the basis of time spent and costs incurred . Payment of the fee does not depend on the result of the work unless otherwise agreed. Travel time and expenses will be charged separately unless otherwise agreed.
- Besides the fee, the expenses incurred by the Contractor and the Contractor claims filed by third parties will be charged to the Client.
- The Contractor has the right to ask the Client an advance.
- If after the conclusion of the Agreement but before the command is executed , fees or prices change entirely the Contractor shall be entitled to adjust the agreed rate.
- On all amounts payable by the Client shall, if required to do so by law, the sales tax will be charged separately.
Article 9. PAYMENT
- Payment by the Client of the amounts due to the Contractor shall, without the Client is entitled to any deduction, discount or set-off, within 30 days after the invoice date , unless otherwise agreed. The date of payment is the date of payment of the owed on the account of the Contractor.
- If not paid , the Client within the period mentioned in the first paragraph, the Client shall be in default and shall be entitled to take from that moment statutory commercial interest charge.
- If not paid , the Client within the period mentioned in the first paragraph, the Client is obliged to pay all incurred by the Contractor judicial and extrajudicial ( collection) costs . The reimbursement of costs incurred is not limited to the costs order may be specified by the court.
- In the case of a joint granted Assignment, Clients are jointly and severally liable for the payment of the invoice amount and the interest(s) and cost.
- If the financial position or the payment of the Client in the opinion of the Contractor gives rise , or if the Client fails to make a payment or to pay an invoice within the agreed payment the Contractor is entitled to demand that the Client immediately ( additional ) security, in a form to be determined by the Contractor . If the Client fails to provide the required security shall be entitled , without prejudice to its other rights , to suspend the further execution of the agreement, and that which the Client to the Contractor on any account is immediately due and payable.
Article 10 . DEADLINES
- If between the Client and the time / date is agreed upon which the contract is to be performed and the Client fails to : ( a) a payment to meet – if agreed – or ( b ) the necessary Documents timely, complete , in the required form and to make available, in the desired manner than occurred Client and consult on a new period / date which the contract is to be performed.
- Time limits within which the work is to be completed, will only be regarded as a deadline if it is explicitly and expressly agreed between the Client and the Contractor.
Article 11. LIABILITY AND DISCLAIMERS
- The contractor is not liable for damage of the Client that occurs because Client has provided incorrect or incomplete documentation to the Contractor.
- The Contractor shall not be liable for any consequential damages, consequential or indirect damages resulting from failure, not timely or proper performance by the Contractor.
- The Contractor shall be liable to the Client only for damage which is the direct consequence of a (coherent series) attributable shortcoming(s) in the execution of the Assignment. This liability is limited to the amount paid by the liability insurer of the Contractor for the case is paid, plus the necessary by the Contractor under the insurance policy deductible.
- If, for any reason, the liability insurer does not pay out, the Contractor’s liability is limited to the amount of the fee charged for the execution of the Assignment. If the Contract term contract of a duration of more than one year than the amount referred to above is fixed at one times the amount of the fee that is charged to the Client in the twelve months prior to the occurrence of the damage. Given the size of the contract or the risks associated with the contract, in no event will the total compensation of damages under this paragraph exceed € 300,000 per breach of contract, unless the parties will see reason in entering into the agreement to derogate from this limit off. A coherent series of deficiencies counts as a breach.
- The limitations of liability contained in this Article shall not apply if and to the extent that there is intent or gross negligence of the Contractor or its senior management.
- The Client is obliged to participate harm reduction measures. Contractor has the right to undo the damage or limit recovery or improvement of the work performed.
- The Client shall indemnify the Contractor against claims by third parties for damages caused because of Client has provided Documents to the Contractor incorrect or incomplete.
- The Client shall indemnify the Contractor against claims by third parties (employees of the Contractor and engaged by the Contractor third parties included) who suffered damages in connection with the execution of the Contract arising out of the acts or omissions of Customer or of unsafe situations in its company or organization.
Article 12. TERMINATION
- Client and Contractor may ( interim ) withdraw from the contract without a notice period . If the agreement is terminated before the contract is completed, the Client the fee payable by the Contractor in accordance with the specified hours of work carried out on behalf of the Client.
- Notice must be in writing.
- If to ( interim) termination is initiated by the Client , the Contractor shall be entitled to compensation for the loss of capacity to make arisen at his side and plausible , and reimbursement of additional costs that the Contractor has been made and costs resulting from possible cancellation of third parties engaged ( including – among others – any costs related to subcontracting).
- If to ( interim) termination is initiated by the Contractor, the Client is entitled to assistance from the Contractor for the transfer of work to third parties , unless there is intent or deliberate recklessness on the part of the Client which the Contractor is obliged to notice to proceed. Condition for the right to cooperate as provided in this paragraph, is that the Client has paid all underlying outstanding advances or all claims have been fulfilled.
Article 13. SUSPENSION LAW
- Contractor is authorized to suspend, including the issuance of documents or other items to the Client or third parties, until the time that all outstanding claims against the Client in full have been fulfilled.
- The first paragraph does not apply with respect to that of the Client documents unimpaired (yet ) by the Contractor.
Article 14 . LIMITATION PERIOD
Insofar as these conditions requires otherwise, rights of action and other powers of the Client for whatever reason against the Contractor in connection with the performance of Work by the Contractor, at least one year after the date Client became known or reasonably known could be the existence of such rights and powers. This term does not include the ability to submit to the designated agent (s) for the handling of complaints and / or the Disputes a complaint.
Article 15. ELECTRONIC COMMUNICATIONS
- During the execution of the Assignment the Client and communicate at the request of the Client by electronic means.
- Client and are to one another is not liable for any damage that may result in one or all of them as a result of the use of electronic means of communication, including – but not limited to – damages resulting from non – delivery or delay in delivery of electronic communications , interception or manipulation of electronic communications by third parties or by software / hardware used for sending, receiving or processing of electronic communication, transmission of viruses and non-or malfunctioning of the telecommunication or other electronic communication means required, except to the extent the damage is caused by intent or gross negligence .
- Both the Client and Contractor will reasonably be expected from them may be do or fail to prevent the occurrence of such risks.
- The data extracts from the sender’s computer provide compelling proof of (the contents of) the sender’s electronic communication is the time when evidence has been produced by the receiver.
Article 16. OTHER PROVISIONS
- If the Contractor carries out work on-site at the Customer , the Customer shall ensure an appropriate workplace that meets the statutory health and safety standards and other applicable regulations regarding working conditions. Client must ensure that the Contractor in that case with office space and other facilities which the Contractor deems necessary or useful to carry out the Agreement and meet all set for them ( legal) requirements . Regarding made available (computer ) facilities Client is obliged to ensure continuity including by providing adequate back – up, security and virus checking procedures. The Contractor shall apply virus checking procedures if the facilities of Client uses.
- The Client will not accept Employees involved in the performance of the Work or approaching to join with the Client, temporarily or not , directly or indirectly employed or directly or indirectly on behalf of Customer, whether or not employed, to be performed during the term of this Agreement or any extension thereof, and for 12 months thereafter.
Article 17 . APPLICABLE LAW AND JURISDICTION
- The Agreement is governed by Dutch law .
- All disputes will be settled by the competent court in the district where the Contractor is located.
- The provisions of paragraphs 1 and 2 of this Article shall not prejudice the ability of the Client to submit to the Council for Disputes and / or follow the procedure of complaint to a dispute.
Article 18. SEVERABILITY CLAUSE REPAIR
- If any provision of these terms and conditions or the underlying contract / agreement wholly or partially void and / or invalid and / or unenforceable , the result of any legal requirement, court order or otherwise, it will not have effect on the validity of all other provisions of these terms and conditions or the underlying contract / agreement.
- If any provision of these terms and conditions or the underlying Contract / Agreement could not be set for a reason referred to in the previous paragraph, but would be if it had a more limited scope or valid, then this definition – for first – automatic apply the most far-reaching or extensive re-limited scope which or within which it is valid.
- Without prejudice to paragraph 2 parties can optionally enter discuss new rules to replace the invalid provisions to be agreed. This will be done as much as possible with the purpose and intent of the invalid provisions.