General Terms and Conditions Krosse Advies B.V.
Article 1: General remarks
- These general terms and conditions apply as soon as the client has requested the help of the service provider. All provisions of these terms and conditions are in force between the parties, insofar as not explicitly stated otherwise by both parties through writing.
- In these conditions, the following applies:
- The client: the natural person or legal entity who requests assistance on activities related to the administration, bookkeeping and taxes, of the tax expert mentioned in Article 2.
- In the event the client is designated as a legal entity, the legal representative who has contracted on behalf of the client is jointly liable for the fulfilment of the obligation arising from the agreement.
- The contractor: the natural person or legal entity that acts as the expert for the activities referred to in Article 2.
- Delivery: giving advice, providing assistance or providing services, as well as all activities performed on behalf of the contractor in connection to the assignment, hereinafter referred to as: The activities. Amongst the activities could be the complete bookkeeping/accounting for the client, preparation of annual reports, taking care of tax declarations and possible follow-up on the declarations, providing advice on financial, fiscal and/or company specific inquiries, including all acts, services and operations that are in line with the above mentioned activities.
- Assignment: the activities that were mutually agreed upon between the contractor and the clients, including the possible additional tasks that are required of the contractor and on which these terms and conditions apply.
Article 2: Scope
- The assignment consists of the mutually agreed upon activities between the clients and the contractor, performed by the contractor under applicable terms and conditions.
- The activities of the contractor are (amongst others) the complete bookkeeping/accounting for the client, preparation of annual reports, taking care of tax declarations and possible follow-up on the declarations, providing advice on financial, fiscal and/or company specific inquiries, including all acts, services and operations that are in line with the above mentioned activities.
- Even though the contractor will try to create the best possible overview of the activities it will be performing in its offers and quotations, these offers will be non-committal, unless the contractor has specifically mentioned otherwise in the quotation.
- Any terms or stipulations deviating from these general terms and conditions, and/or terms or stipulations from the client, can only be appealed on if these terms and stipulations were specifically agreed upon by the contractor in writing. This agreement will only apply on the related assignment, unless specifically mentioned otherwise.
- The client to whom the present conditions have been contracted, is deemed to have tacitly agreed with the applicability of these conditions to agreements subsequently concluded with the contractor.
Article 3: Acceptance
- The agreement is established at the moment that the contractor accepts the order. The rule included in the previous sentence also applies to changes in assignments. If the interest of the client immediately requires full or partial delivery by the contractor, or if the client has explicitly requested immediate delivery, the agreement shall be deemed to have been established as the contractor has wholly or partially delivered to the client.
Article 4: Obligations contractor
- The contractor is obliged to represent the interests of his client to the best of his knowledge and ability, and this in so far as this is possible and desirable in view of the legal relationship and the resulting orders.
- The manner in which the administration is carried out and the other activities are performed must, with due observance of any applicable legal provisions, comply with the requirements arising from the obligations and responsibilities of the client.
- If the work is intended to achieve a certain (financial) end result, it is not guaranteed that this intended end result will actually be achieved.
Article 5: Confidential information
- The contractor obliges itself to maintain confidentiality of all data and documents relating to the assignment and that can reasonably be regarded as a secret. The contractor is not liable for violation of the confidentiality by his employees, if he can make it plausible that he could not prevent this violation.
Article 6: Responsibility towards employees
- The contractor is responsible for the actions performed by the employees authorized or remunerated by the contractor, in relation to the activities performed according to assignment.
Article 7: Obligations of the client
- The client will refrain from actions that make it impossible for the contractor to carry out the assignment properly.
- The client is obliged to provide the contractor with the necessary data, information and documents required for the assignment, in a timely, complete and correct manner.
Article 8: Shortcomings of the contractor
- The contractor is only liable vis-à-vis the clients for any damage they suffer as a direct result of shortcomings of the contractor or of persons in his service that have been authorized for the performance of the assignment, if and insofar as these shortcomings under normal circumstances with normal professional knowledge and observance of the general manner of professional practice could have been avoided, all this subject to the further limitations described below.
- The contractor is obliged to rectify shortcomings referred to above as soon as possible, if and insofar as the repair does not involve any higher costs than were charged for the work in question.
- Each liability of the contractor expires no later than 24 months (2years) after the tax returns for the relevant financial year have been submitted, plus the term for which the deferment has been granted.
- Any liability on the part of the contractor will be cancelled if the client has not given the contractor the opportunity to be present during any tax review during the relevant period, furthermore, in the event the client has not given the contractor the opportunity to rectify the shortcoming in question, or in the event the work related to the correction has taken place without the client having involved the contractor.
Article 9: Shortcomings of the client
- Insofar as shortcomings in the execution of the activities carried out by the contractor are the result of the fact that the client has not, not timely, or insufficiently fulfilled his obligations as indicated under Article 7, the contractor is not at all liable this.
- In above mentioned situation, the repair of the shortcomings will take place at the expense of the client.
Article 10: Termination of the assignment by the client
- A client can terminate a given assignment at any time without the need for legal intervention.
- Termination must be effected by registered letter or letter with acknowledgement of receipt.
- In the event of termination of an assignment, a period of one month is taken into consideration between the notification of termination and the time at which the termination comes into effect. This gives the contractor the possibility to handle the work in progress or update the administration to such a state that it can be transferred without damage to the clients, or to a third party appointed by the client.
- The assignment given to the contractor is not cancelled due to the death of the client. His rights and obligations pass to his heirs. A decision to dissolve the legal entity that issued the assignment is deemed to entail termination of the given assignment. Loss of legal personality of the body that gave the assignment is considered as termination of the given assignment.
Article 11: Termination / dissolution / suspension of assignment by contractor
Undiminished by the powers granted to the contractor for dissolution or suspension mentioned elsewhere in these terms and conditions, if the client does not fulfil any obligation arising from an agreement concluded with the contractor, does not timely, insufficiently or incompletely fulfil its obligations, fails to pay to the invoices sent on time, a bankruptcy or suspension of payments has been requested by a third party, is affected by seizure of one or all of his goods, his or her business is shut down or liquidated in whole or in part, or transferred to a third party, the contractor has the right to:
- Demand pre-payment provisions of services of contractor or provision of security of payment (for all current and to be concluded agreements), all with due observance of article 19;
- Suspend the delivery as referred to in these conditions, undiminished by the right of the contractor to claim security at the same time or later as referred to under of this article. After client still fulfils his obligations, including the ensuing from the provisions of a. of this article, the contractor will have at least available a delivery time, given the internally existing possibilities for performing the services, that could be seen as reasonably necessary.
- Deem the agreement dissolved completely or insofar as not yet executed, through delivery to the client by the thus mentioned acknowledgement of the written notification or registered letter without requirement of legal intervention, all this is undiminished by the rights of contractor for compensation due to dissolution.
Article 12: Exercising rights
The exercise of the rights referred to in article 11 will only be effected after the contractor has set a period of three days to the client to still fulfil its payment obligations and the client will still be in default as a result. Unless the right of the dissolution has been used, the contractor may at any time change his choice from the rights referred to in this article.
Article 13: Delivery
- Subject to further agreement(s) between the client and the contractor, the delivery of the required documents, books, administrative documents, and/or other data from the client to the contractor, is subject to the delivery method, time, size and channel set by the contractor to the client.
- If the client, from whom the contractor is dependent for the correct delivery of the required administrative input, for whatever reason wholly or partially defaults on the timely, correct, complete delivery, the contractor is authorized to suspend the activities. The contractor is obliged to ask the client for further information, if the client remains in default for more than four weeks with the delivery of the aforementioned documents. As long as the contractor suspends its activities as a result of no or late delivery, incorrect or insufficient delivery by the client, the contractor shall not be liable towards the client for any direct or indirect damage, loss of profit, administrative or fiscal fines, increases or any other called.
Article 14: Force majeure
- In case of strike, fire, theft, machine defects (computers included), measures by any government, epidemics, loss of data in the broadest sense of the word, water damage, war, mobilization and all other circumstances that prevent the (temporary) fulfilment of the agreement, the contractor shall be entitled to either extend the delivery time by the duration of the obstacle or to dissolve the agreement insofar as it is affected by an obstruction as referred to in the following sentence by means of a registered letter or letter with acknowledgment of receipt. The authority of the contractor to dissolve only arises if the impediment has lasted longer than one month after the date of the occurrence of the obstruction.
- Contractor is obliged to warn client immediately if there is a case of force majeure, as referred to in the previous paragraph. In that case, and likewise, the client also has the right to dissolve the agreement by means of a registered letter or letter with acknowledgment of receipt, if this impediment has lasted for more than one month after the date of the occurrence of the obstruction, provided that this notification of termination by the contractor is received for termination of the force majeure situation. Upon termination of the force majeure situation, the contractor will inform the client immediately. After the date of notification of termination of the force majeure received notifications containing dissolution on the part of the client are deemed not to have been sent. Contractor will be entitled to carry out the assignment further and will inform the client of this.
- By dissolution as referred to in the previous paragraph, the entire agreement will be dissolved from the date of dissolution. The client remains liable for payment of amounts due under article 19, as well as for payment of the costs incurred by the contractor between his last invoice and the date of dissolution. On this dissolution article 6:261 up and till including 6:278 of the Dutch Civil Code do not apply. The client will not be entitled to claim damages vis-à-vis the contractor as a result of the dissolution.
- In the event of an above-mentioned force majeure situation at the contractor, the client is liable for any consequential damage caused by the disappearance or destruction of documents and documents of third parties that the contractor has in custody for the client.
Article 15: Right of reference
- The Client and the Contractor expressly agree that the Contractor is entitled to suspend the delivery of goods, as referred to in the second paragraph of this article, until the Client has fulfilled his obligations to compensate outstanding invoices, including interest and costs due, as well as his obligation. to pay compensation for damage suffered by the contractor in the context of the relevant legal relationship, or has provided a security deemed to be sufficient in the banking system, for example an irrevocable bank guarantee.
- The items referred to in paragraph 1 shall in any case include items, books, documents, administrative and / or other data and computer disks made available by the client to the contractor and / or assembled by the contractor, intended to be delivered to the client. issued in connection with the delivery.
- The contractor will take the necessary measures with regard to the reference right referred to in the previous paragraphs, in order to prevent circumstances arising in which irreparable damage is caused to the client by exercising his rights. Such circumstances do not include, among other things, the obstacles to the further processing of the goods referred to in paragraph 2.
- The client is expressly obliged, if the goods received by the contractor are required in the context of procedures in which deadlines may expire or circumstances may occur that cause irreparable damage to the client, to keep the relevant copies or photocopies of the goods delivered to the contractor that could be relevant of the procedure and / or the occurrence of irreparable damage, so that the contractor can never be held liable in respect of the expiry of the aforementioned periods or the inflicting of the said damage.
Article 16: General provisions of financial nature
- The fee of the contractor is determined on the basis of a fixed hourly rate, be it for the benefit of a specific assignment, a fiscal year, a calendar year or other variables.
- At the request of the client, the contractor shall state in advance the estimated costs for the work to be performed by him and / or his staff, either for the benefit of a specific assignment, or per calendar- or fiscal year.
- In the event that no fixed sum has been agreed, the fee will be determined on the basis of an hourly fee.
- The fee is generally determined by:
- The (financial) importance of the activities to be performed by the contractor;
- The authority and experience of the person carrying out the work;
- The extent of the skill required for the assignment;
- The reimbursement of travel and accommodation expenses, unless otherwise agreed;
Article 17: Invoice
- Unless the client and the contractor agree otherwise, the invoice must be submitted at least quarterly by the contractor.
- Unless otherwise agreed, the invoice must be specified in such a way that the client has sufficient insight into the composition of the components that together form the amount declared.
Article 18: Intellectual property
- All intellectual rights relating to computer programs, system designs, methods of working, research methods, reports, etc. used by the contractor, are and remain the property of the contractor, both during and after execution of the assignment, irrespective of whether the share of the client himself or engaged third party (s) in the realization of the aforementioned programs, designs, working methods, etc. Exercising these rights is reserved exclusively and expressly to the contractor during and after execution of the assignment.
Article 19: Payment
- The invoice must be paid within fourteen days after it ahs been submitted to the client.
- In the event of delay of payment of the invoice, the client shall owe the contractor an interest compensation equal to the statutory interest as stated on the website of the Dutch Bank, to be calculated with 14-days after the submission of the invoice.
- In the event of delay of payment of the invoice, the client shall also owe the contractor compensation of all costs – judicial as well as extrajudicial – incurred by the contractor for the collection of his invoice. Extrajudicial costs are payable by the client in any case where the contractor has requested the help of third party collection agency. These extrajudicial costs are set at a minimum of 15% of the principal sum plus VAT, with a minimum of €150 plus the VAT, without the contractor being required to demonstrate whether he actually incurred the relevant costs.
- If the contractor suspects or obtains ready indications regarding a reduction of the client’s creditworthiness before or during the performance of the agreement, the contractor is entitled to suspend any delivery until the client has agreed with to the payment obligations, both in respect of the already agreed upon terms as well as the terms still to come as a result of the work performed, and a sufficient advance or security has been provided as customary in the banking trade, such as an irrevocable bank guarantee amounting to both costs due as well as expected costs.
- In the event of a request of an advance payment or a security provision, a proper response will be issued within five working days of the date of this request, the contractor will be notified in writing or by registered letter with acknowledgement of receipt with effect from twice twenty-hours after the delivery date of the postmark to dissolve the agreement, all this undiminished of the right of the contractor to payment of the already delivered work and to damages due to dissolution.
- Undiminished by any communication by the client in the performance of his payment and undiminished by the manner of administrative processing of the payment by the contractor, payments from the client will always and exclusively be deemed to be deducted from the client’s outstanding amounts and on the following manner. First of all, each payment will be deducted from the collection costs and interest due by the client, then payments will be deducted from the oldest outstanding invoices of the contractor.
Article 20: Applicable law and disputes
- All legal relationships to which the contractor is a party are exclusively governed by Dutch law, even if an obligation is fully or partially executed abroad if the party involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.
- The judge in the place of business of the contractor shall have exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the contractor has the right to submit the dispute to the competent court according to the law.
- The parties will first appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 21: Location and conditions for modified terms
- These conditions can be consulted on krosseadvies.nl.
- Applicable is always the last mentioned version that applied at the time of the realization of the legal relationships with the contractor.
- The Dutch text of the general terms and conditions is always decisive in its interpretation.