General terms and conditions
General terms and conditions applicable to orders placed with MIJN Accountantskantoor B.V., established in Rotterdam, hereinafter referred to as the Contractor.
In these general terms and conditions the following definitions apply:
- Client: the natural or legal person that has instructed the Contractor to undertake specific work.
- Work: all work instructed or resulting from or directly relating to the order is undertaken or should be undertaken in the broadest sense and includes in any case the work as stated in the order confirmation.
- Documents: all items made available by the Client to the Contractor, including written documents and data carriers, and all items produced by Contractors in the context of the order’s execution, including written documents and data carriers.
- Contract: any agreement between Client and Contractor for the execution of Work by the Contractor on behalf of the Client, as stated in the order confirmation.
- These general terms and conditions apply to all Contracts entered into by the Contractor in the context of the execution of Work.
- Derogations from these general terms and conditions shall be valid only where and insofar as they have been agreed in writing by the Client and the Contractor.
- These general terms and conditions also apply to any complementary or later contracts.
- The general terms and conditions of the Client shall not be applicable. The Contractor explicitly rejects their applicability.
C. Commencement and duration of the Contract
- The Contract is concluded and enters into force only when the order confirmation, signed by the Client, has been returned to and signed by the Contractor.
- The parties may prove the conclusion of the Contract by alternative means.
- All Contracts are concluded for an unlimited period of time, unless the Contract is a fixed-term contract due to the nature or intention of the order.
D. The Client’s data
- The Client must make available to the Contractor any data and Documents which the Contractor, in his opinion, needs for the correct execution of the Contract, and must do so in good time, in the format and manner required.
- The Client guarantees to the Contractor that all Documents presented by him are in accordance with the facts.
- The Contractor is entitled to suspend execution of the Contract until the point in time at which the Client complies with the obligation stated in the previous paragraph.
- If and insofar as requested by the Client, the Documents made available shall be returned to the Client, subject to the provision under N.
- The Client indemnifies the Contractor against damage that is the result of incorrect or incomplete Documents.
- For the account and risk of the Client, the extra costs and extra hours incurred by the Contractor, as well as the other damage to the Contractor, due to the failure, late or not properly provided of documents by the Client required for the performance of the Work.
- In case of electronic transmission of information - including but not limited to tax assessments, annual accounts, reports - of (or on behalf of) the Client by the Vendor to third parties, the Client will be considered the party transmitting and sending this information.
E. Execution of the order
- The Contractor decides on how the Contract is to be executed.
- The Contractor is entitled to instruct third parties to execute certain elements of the Work, without notification to and without explicit permission from the Client.
- The Contractor shall dispatch or transport documents by normal mail, unless the Client explicitly instructs the Contractor to dispatch or transport documents using a method that offers more security.
- The Contractor shall execute the Work in accordance with the applicable rules of conduct and professional rules. The Client will fully participate in the obligation of the Vendor arising from applicable (Professional) regulations.
- The Client is aware that the Vendor in certain circumstances is required to disclose the confidential information of the Client based on (inter)national laws or (Professional) regulations. The Client will hereby where necessary grant its permission and cooperation to such disclosure, including but not limited to circumstances in which the Vendor:
a. must report certain discovered, completed or intended transactions to the authorities assigned by the government for such purpose under applicable laws and (Professional) regulations;
b. must report fraud;
c. is required to verify the (identity of) the Client or its principal.
- The Vendor excludes any and all liability for loss or damage incurred by the Client resulting from compliance with applicable laws and (Professional) regulations.
- The Parties will impose their obligations under this Article on any hired third parties.
- Where during the Contract period work has been undertaken for the benefit of the Client’s profession or company which does not fall under the Work to which the Contract relates, such work shall be regarded as having been undertaken on the basis of different Contracts.
- Any deadlines by which the Work must be completed, as laid down in the Contract, apply only as approximate deadlines and are not deadlines to be observed on penalty of forfeiture of rights. Missing any such deadline does not mean the Contractor is immediately in default. Any such shortcoming on the part of the Contractor shall never constitute grounds for dissolving the Contract. However, in the event that a deadline is missed, the Client may set a new, reasonable deadline by which the Contractor must execute the Contract. Missing the new, reasonable deadline does provide the Client with grounds for dissolving the Contract.
- Unless otherwise stated explicitly in writing, execution of the order is not aimed specifically at uncovering fraud. Where the Work leads to evidence of fraud, the Contractor shall report on this to the Client. The Contractor must observe the fraud instructions issued by the professional bodies.
F. Secrecy and exclusiveness
- The Contractor is obliged, subject to obligations imposed on him by law or by a competent government body to disclose certain data, to observe secrecy towards third parties not involved in the execution of the order, with regard to all information of a confidential nature made available to him by the Client, and the results obtained through processing the information.
- The Contractor commits himself to also impose this obligation of secrecy on any third parties to be brought in by him.
- The Contractor is entitled to use the results obtained after processing for statistical or comparable purposes, provided that those results cannot be reduced to individual Clients.
- Excepting the provision of the previous paragraph, the Contractor shall not be entitled to use the information made available to him by the Client for a purpose other than that for which it was obtained.
- Unless the Contractor has given prior permission to that end, the Client shall not disclose the content of reports, advice or other statements, whether or not in writing, of the Contractor, which have not been formulated or issued with the purpose of providing third parties with the information laid down therein. Furthermore, the Client shall ensure that third parties shall not be able to take cognisance of the content referred to in the previous sentence.
G. Intellectual property
- The Contractor reserves all rights regarding products of the mind which he uses or has used in the context of the execution of the Contract with the Client, insofar as any legal rights may exist or be vested in said products.
- The Client is banned explicitly from the reproduction, disclosure or exploitation of those products, including but not limited to computer programs, system designs, working methods, advice, (model) contracts and other products of the mind, whether or not involving the bringing in of third parties.
- The Client is not permitted to make available devices from those products to third parties for reasons other than obtaining an expert judgement about the Contractor’s Work.
H. Force majeure
- Where the Contractor is unable to comply with his obligations from the Contract or fails to do so in time and properly due to a cause not accountable to him, including but not limited to staff illness, faults in the computer network (or any other events), those obligations shall be suspended until the time when the Contractor is able to comply with the Contract as agreed, without the Contractor being in default as regards compliance with those obligations, and without him being subject to paying any damages.
- The Contractor’s remuneration does not depend on the result of the Work undertaken. The Contractor’s remuneration may consist of a fee per Contract determined in advance, or may be calculated on the basis of rates for each time unit the Contractor has worked. Where a fee per Contract has been agreed, the Contractor shall be entitled to charge an additional rate for each time unit he has worked, if and insofar as the Work exceeds the Work provided for in the Contract, which shall then be payable by the Client as well.
- The Client is obliged to pay an advance to the Contractor, to be determined within reason, on each occasion when such is requested by the Contractor and this is done within reason.
- Each time when he has requested the payment of a reasonable advance, the Contractor shall be entitled to suspend the Work until the Client has paid the advance to the Contractor, or has guaranteed such payment.
- The Contractor’s remuneration, where necessary increased by advance payments to accounts from third parties involved, including any turnover tax due, shall be charged to the Client per month, per quarter, per year or after completion of the Work.
- The amount invoiced to the Client must be paid, without the Client being entitled to any deduction, discount, suspension or set-off, within 14 days of the invoice date, in Dutch currency, at the Contractor’s office or by means of payment into a bank account as indicated by the Contractor, without any entitlement to discount or set-off.
- If the Client fails to pay by the aforementioned deadline or by a deadline agreed between the parties in writing, he shall be immediately in default by law after expiry of said deadline without a further reminder or notice of default being required and, from that moment, he owe 2% interest per month unless the Client is a consumer, in which case the statutory interest will be due, until the date of full payment, such without prejudice to the Contractor’s other rights.
- If the Client fails to pay the invoice within the term specified in paragraph 1 above, it will be obliged to pay all judicial and extrajudicial (collection) costs incurred by the Vendor. The payment of the incurred costs will not be limited to any judicial order.
- In the event of a joint order, the Clients shall be liable severally for payment of the invoice amount, insofar as the Work has been carried out on behalf of all the Clients involved.
- If the financial position or the payment behaviour of the Client, in the opinion of the Contractor, gives rise to this or if the Client fails to pay an advance or a declaration within the specified payment term, the Contractor is entitled to require the Client to immediately provides (additional) security in a form to be determined by the Contractor. If the Client fails to provide the requested security, the Contractor is entitled, without prejudice to his other rights, to immediately suspend the further execution of the agreement and all that which the Client owes to the Contractor for whatever reason shall be immediately due and payable.
- Any complaint regarding the Work undertaken and/or the invoice amount must be submitted in writing to the Contractor within 30 days of the date of dispatch of the Documents or information about which the Client is complaining, or within 30 days of discovering the fault, where the Client demonstrates that he could not have discovered the fault sooner within reason.
- A complaint as referred to in paragraph 1 does not suspend the Client’s payment obligation.
- The Contractor shall carry out the Work to the best of his ability while taking the care that may be expected of an accountant. If an error occurs due to the Client providing incorrect or incomplete information, the Contractor shall not be liable for any resulting damage. This includes the situation in which the Vendor is not able to file the annual documents with the Chamber of Commerce within the statutory period due to acts or omissions by the Client. If the Client demonstrates that he has suffered any damage due to an error made by the Contractor, which could have been avoided if more care had been taken, the Contractor shall be liable for such damage only to a maximum of the amount payable in the case in question on the grounds of the Contractor’s (professional) liability insurance, plus the amount of the excess not payable by the insurer(s) pursuant to the policy terms and conditions.
- If, and for whatever reason, the insurer(s) do not pay out, any liability on the part of the Contractor shall be limited to 1x the amount of the fee for the execution of the Contract in question during the last twelve (12) months, such to a maximum of € 20,000 (in words: twenty thousand euro) including VAT.
- A related series of shortcomings will be considered one (1) attributable shortcoming.
- The liability of the Contractor as referred to above in paragraphs 1 to 3 does not apply in the event of intent or gross negligence on the part of the Client.
- The Contractor’s liability shall never exceed that stated in these general terms and conditions, irrespective of whether claims exist pursuant to a Contract, or for another reason, in particular an illegal act.
- The Contractor shall at all times have the right, if and insofar as possible, to reverse or limit the damage of the Client by repairing or improving the defective product. The Client is obliged to take damage limiting measures.
- The Contractor shall not be liable for damage to or loss of documents during transport or during dispatch by mail, irrespective of whether the transport or dispatch is undertaken by or on behalf of the Client, the Contractor or third parties. The Contractor indemnifies the Client against any claims by third parties relating directly or indirectly to the Contract’s execution. The Client indemnifies the Contractor in particular against any claims by third parties due to damage resulting from the fact that the Client has provided incorrect or incomplete information to the Contractor, unless said damage was the result of intent or gross negligence on the part of the Contractor.
- The Client indemnifies the Contractor against any claims by third parties in the event that the Contractor is forced by the law or his professional rules of conduct to return the order and/or is forced to provide assistance to government bodies, which are entitled to receive information, whether or not on request, which the Contractor has received in his execution of the order from the Client or third parties.
- The Contractor and the Client may end the Contract immediately at all times.
- The other party must be informed of the cancellation in writing.
- Where and insofar as the Contractor terminates the Contract by means of cancellation, he shall be obliged to issue a motivated statement to the Client stating the grounds for the cancellation, and to do all that the circumstances demand in the Client’s interest.
N. Suspension right
- The Contractor is entitled to suspend compliance with all his obligations, including the issue of documents or other items to the Client or third parties, until the time when all accounts receivable from the Contractor have been paid in full.
O. Electronic communication and electronic filing of annual accounts
- The Client and the Vendor can communicate with each other by electronic means and/or make use of electronic storage (such as cloud applications) during the implementation of the Contract. Except if otherwise agreed in writing, the parties may assume that sending correctly addressed fax messages, emails (including emails sent over the Internet), and voicemail messages are accepted by both parties regardless of whether they contain confidential information or documents related to the Contract. The same applies to other communication means used or accepted by the other party.
- The Client and the Vendor are not liable towards each other for damage possibly arising from the use of electronic means of communication, networks, applications, electronic storage or other systems, including but not limited to damage as a result of non-delivery or a delay in the delivery of electronic communication, omissions, distortions, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transferring viruses, defect telecommunication networks or other equipment necessary used for electronic communication, except to the extent the damage is the result of intent or gross negligence. The above also applies to contact with third parties by the Vendor.
- In addition to the above paragraph, the Vendor does not accept any liability for any damage caused by or related to the electronic transmission of (electronic) annual documents and the digital filing thereof with the Chamber of Commerce.
- Both the Client and the Vendor will reasonably do everything or refrain from doing anything to prevent the occurrence of such risks.
- The data extracts from computer systems of the sender serve as conclusive proof of (the content of) the electronic communication sent by the sender until proof to the contrary is presented by the receiver.
- The provisions of Article 11 apply mutatis mutandis.
P. Interpretation of the general terms and conditions
- These general terms and conditions have been drawn up both in the Dutch as in the English language. In the event of disputes concerning the interpretation of these general terms and conditions, the Dutch text will take precedence.
Q. Complaints procedure
- The Contractor has an intern complaints procedure to handle the complaints of the Client. For more information about the contents of the complaints procedure we refer to our website www.mijnaccountantskantoor.com.
R. Applicable law and elected Court
- Netherlands law shall be applicable to all Contracts between the Client and the Contractor that are subject to these general terms and conditions.
- Any disputes relating to Contracts between the Client and the Contractors to which these terms and conditions apply shall be settled exclusively by the competent court in the district in which the Contractor has domicile, to the exclusion of all other legal bodies.
- The Client shall be permitted to follow the course of the proceedings of any disciplinary jurisdiction.
S. Repair clause voids
- If any provision of these general terms and conditions or the underlying Assignment/Agreement is wholly or partially void and/or invalid and/or unenforceable, as a result of any statutory provision, court order or otherwise, this shall not be only have consequences for the validity of all other provisions of these general terms and conditions or the underlying Assignment/Agreement.
- If a provision of these general terms and conditions or the underlying Assignment/Agreement should not be valid for a reason as referred to in the previous paragraph, but would be valid if it had a more limited scope or scope, then this provision will - first of all automatically apply with the most far-reaching or most extensive limited scope or scope with which or in which it is valid.
- Without prejudice to the provisions in paragraph 2, the parties can, if they so wish, consult with each other in order to agree on new provisions to replace the null and void or nullified provisions. In doing so, it will as far as possible be connected to the purpose and purport of the void or annulled provisions.