General Terms and Conditions applicable to Schuiteman Accountants & Adviseurs B.V.
Article 1 – General
1.1 The following definitions apply in these General Terms and Conditions: “Principal”: the other party of Contractor at an agreement as referred to in Article 2.1; “Contractor”: the private company Schuiteman Accountants & Adviseurs B.V. with seat under the articles of association in Barneveld. “Practice with corporate personality”: A company acting as director and/or principal of Schuiteman Accountants & Adviseurs B.V.
1.2 Notwithstanding articles 7:404 and 7:407 section 2 Civil Code, all assignment will be accepted and carried out solely by Contractor;
1.3 All stipulations in these general terms and conditions have also been made on behalf of the Practice(s) with corporate personality and on behalf of (direct) directors of the Contractor and the Practice(s) with corporate personality and on behalf of all those whether or not employed by Contractor.
Article 2 – Applicability
2.1 These general terms and conditions form part of all agreements of assignment serving to Contractor carry out activities, of all agreements resulting from the latter and/or connected therewith between Principal and Contractor, their successors in right respectively, and of all offers made by Contractor.
2.2 Stipulations deviating from these terms and conditions will only be effective if and insofar Contractor has explicitly and in writing confirmed them to Principal.
2.3 If any stipulation forming part of these general terms and conditions is void or is cancelled, the agreement will otherwise survive to the extent possible and the stipulation concerned will immediately be replaced in consultation between parties by a stipulation approaching the original stipulation to the extent possible.
Article 3 – Data and information
3.1 Principal will be held to make available, timely, in the desired form and in the desired manner, all information and records that Contractor in his opinion needs to correctly carry out the granted assignment.
3.2 In case of assignments to check financial responsibility the Principal will notify the Contractor about all other information relevant for carrying out or finishing the assignment.
3.3 Principal warrants the correctness, completeness and reliability of the information and records made available to contractor, also if these originate from third parties, insofar it does not result otherwise from the nature of the assignment.
3.4 If and insofar Principal requests so, the records made available will be returned to the latter.
3.5 The extra costs and extra fees resulting from the delay in carrying out the assignment, arisen through not, not timely or not properly making available the information and records required will be for the account of principal.
Article 4 – Carrying out the assignment
4.1 Contractor determines the way in which and by which person(s) the assignment will be carried out, but will observe to the extent possible the wishes made known by Principal. Third parties will only be included in carrying out the assignment after an agreement about this has been reached with Principal.
4.2 Contractor will carry out the activities to the best of his abilities and as a carefully acting professional. However, contractor is not able to warrant reaching any aimed result.
4.3 Time limits within which activities must be finished are only final deadlines if this has been agreed in writing.
4.4 Unless otherwise explicitly agreed in writing, carrying out the assignment will not be focussed on discovering fraud. If the activities yield clues for fraud Contractor will report about this to Principal. Contractor will thereby be held to the applicable rules and regulations and the regulations and directives issued by various professional organisations.
4.5 Contractor will not be responsible for damage to loss of records during transport or dispatch by mail, irrespective whether transport or dispatch is made by or on behalf of Principal, Contractor or third parties. At carrying out the assignment Principal and Contractor will communicate with each other by means of electronic means. Principal and Contractor will not be liable towards each other for damage possibly resulting for one of them from the use of electronic means, including – but not limited to – damage through non- delivered or delayed delivered electronic communication by third parties, non properly functioning of the telecommunication network or transferring viruses, save insofar the damage is the result of intent or gross negligence. Both Principal and Contractor will do or refrain from doing everything in reason to be expected from them to prevent afore-mentioned risks. Data extracts from the computer systems of a sender are conclusive evidence of (the contents of) the electronic communication sent by the sender until the moment that counter-evidence has been delivered by the receiver.
Article 5 – Intellectual property
5.1 Contractor will be entitled to all rights with respect to products of the mind that Contractor develops or uses at carrying out the assignment, including also advice, manners of operating, (model) contracts, systems, system designs and computer programs, insofar these have not already been assigned to third parties.
5.2 Save for the explicit previous written permission of Contractor, Principal will not be allowed to multiply, publish or operate the products of the mind or the result thereof laid down on data carriers, whether or not jointly with or by calling in third parties, without prejudice to the provisions of Article 6.4.
Article 6 – Secrecy
6.1 Contractor will be obliged to keep the data and information furnished by Principal a secret towards third parties not involved in carrying out the assignment. This obligation does not apply insofar on Contractor a legal or professional duty rests to publish, including those resulting from the Money Laundering and Terrorist Financing (Prevention) Act (WWFT) and other national or international regulations with comparable tenor, or insofar Principal has relieved Contractor from the duty of confidentiality. This provision does not hamper confidential consultations within the organisation of Contractor, insofar Contractor considers this necessary for a careful execution of the assignment or to carefully satisfy legal or professional obligations.
6.2 If Contractor acts for himself in disciplinary, civil, administrative or criminal proceedings, he will be authorised to use and/or publish the data and information furnished by Principal as well as other data and information of which he has taken cognisance at carrying out the assignment insofar this could be important in his reasonable opinion.
6.3 Contractor will be authorised to use the figural outcome for statistical or comparable objectives provided that outcome cannot be traced back to individual Principals.
6.4 Save for the explicit prior written permission of Contractor, Principal will not be allowed to publish or make available to third parties the contents of advice, opinions or other statements of Contractor, whether or not in writing, save insofar this results directly from the agreement, is made to collect an expert opinion about the activities of Contractor concerned, on Principal a legal or professional duty rests to publish, or if Principal acts for himself in disciplinary, civil, administrative or criminal proceedings.
Article 7 – Fee
Principal owes to Contractor a fee and the remuneration of costs incurred in accordance with the rates, calculation methods and manners of operating customary at Contractor.
Article 8 – Payment
8.1 Payment must be made without any deduction, discount or settlement in Netherlands tender by payment or transfer to the bank or giro account indicated in the invoice within thirty days after the date of the invoice, failing which Principal will be in default.
8.2 All extrajudicial costs that Contractor incurs in connection with collecting a claim on Principal will be for the account of Principal.
8.3 All costs that Contractor incurs in connection with legal proceedings towards Principal will be for the account of Principal, also if these costs exceed the legal order for costs, unless Contractor is condemned as loosing party into the costs.
8.4 Contractor reserves the right – also during carrying out an assignment if the financial position or the payment behaviour of Principals gives rise thereto in the opinion of Contractor – to demand from Principal the entire or partial prepayment and/or furnishing security.
Article 9 – Complaints
9.1 Complaints with respect to the activities carried out or the invoice amount must be made known in writing to Contractor within thirty days after the date of dispatch of the records or information about which Principal complains, or within thirty days after the default has been discovered if Principal proofs that was not able to discover the default any earlier.
9.2 A complaint will not suspend the obligation to pay of Principal, save insofar Contractor has indicated that he considers the complaint well-founded.
9.3 In case of a justified complaint Contract will have the option between adjusting the fee charged, free of charge improving or anew carrying out the activities concerned or entirely or partially not (no longer) carrying out the assignment against a proportional refund of the fee already paid by Principal.
Article 10 – Liability
10.1 Contractor will be liable towards Principal for damage which is the direct result of a (connected series of) of culpable shortcoming(s) in carrying out the assignment insofar the assignment does not consist of observing the carefulness and expertise on which one may rely at execution of the assignment. However, Contractor will not be liable for: – damage at Principal or third parties arisen as a result of Principal’s furnishing incorrect or incomplete information to Contractor or otherwise the result is of Principal’s acting or refraining from acting; – damage at Principal or third parties arisen as a result of auxiliary persons (employees of Contractor not included) acting or refraining from acting, also if they are employed by an organisation affiliated with Contractor; – loss of profits, indirect or consequential loss arisen at Principal or third parties.
10.2 The exclusions of liability of Contractor stated in the first section do not apply insofar the damage is the result of intent or gross negligence of Contractor.
10.3 Every liability of Contractor will be limited to the sum that according to the liability insurer of Contractor will be distributed for the case concerned, increased with the own risk, if any, to be borne by Contractor on account of the insurance. If for whatever reason the liability insurer does not pay out, the liability of Contractor will be limited to the sum of the fee charged for carrying out the assignment. If the assignment is the result of a continuing performance contract with a duration of more than one year, the sum referred to afore will be set at three times the sum of the fee that was charged to Principal in the twelve months prior to the arising of the damage, provided that the total compensation will never be more than € 300,000 per event, at which a series of connected events will apply as one event.
10.4 If and insofar as possible, Contractor will at all times be entitled to undo or limit the damage of Principal by repairing or improving the same.
10.4 A claim for compensation of damage must have been submitted to Contractor not later than twelve months after Principal has discovered the damage or could have discovered it in reason, failing which the right to compensation will be cancelled.
10.5 Principal will be held to reimburse and indemnify Contractor for all claims of third parties – including also shareholders, directors supervisory directors and personnel of Principal as well as affiliated legal persons and businesses and others involved in the organisation of Principal – resulting from or connected with the activities of Contractor on behalf of Principal, save insofar these claims are the result of intent or gross negligence of Contractor. This provisions does not apply to assignments to audit the annual accounts as referred to in Article 2:393 Civil Code.
Article 11 – Due date
Insofar in these General Terms and Conditions it has not been provided otherwise, rights of action of Principal on whatever account towards Contractor in connection with Contractor carrying out activities will in any case be cancelled one year after the moment on which Principal became aware or could in reason be aware of these rights and powers existing.
Article 12 – Right of suspension
After careful weighing of interests Contractor will be authorised to suspend observance of all his obligations, including issue of records or other goods to Principal or third parties until the moment that all claims of Contractor on Principal have been satisfied.
Article 13 – Choice of law and forum
13.1 Solely Netherlands law will apply to all agreements between Principal and Contractor.
13.2 All disputes connected with agreements between Principal and Contractor to which these General Terms apply will fall under the exclusive competence of the competent Court in the District in which the Barneveld office of Contractor has its seat.
13.3 Contrary to the provisions in the previous section Principal and Contractor could opt for another manner of settling disputes.
lastly amended on 13-02-2014