Article 1 General
In the terms and conditions is intended by:
Client: the natural or legal person commissioning contractor to carry out the activities.
Contractor: Jheronimus Accountants B.V.
Article 2 Scope
These terms and conditions are applicable to all legal relationships between contractor and client, barring changes to these conditions that must be confirmed expressly and in writing by both parties.
The code of conduct and professional rules for the contractor are a part of the agreement. The client declares he will consistently and fully respect the obligations flowing therefrom for contractor.
Article 3 Adoption of the agreement
The agreement is adopted at the moment that the order confirmation signed by contractor and client has been received back by contractor or at the moment that contractor has commenced, in a manner that is knowable for contractor, with the activities. The confirmation is based on the information provided by client to contractor at such time. The confirmation is deemed to correctly and completely represent the agreement.
Parties are at liberty to prove that the agreement was adopted in a different manner.
The agreement is adopted for an indefinite time, unless it flows from the content, nature, or tenor of the assignment granted that it was adopted for a fixed term.
Article 4 Provision of information by the client
Client is obliged to provide all data and documents that contractor needs according to his judgment for the correct execution of the assignment granted, timely and in the form requested and in the manner requested.
In case of assignments for the control of financial accountability, client will provide the contractor with all other information that is relevant for the execution or completion of the assignment.
Client guarantees the correctness, completeness, and reliability of the data and documents provided to contractor, even if these derive from third parties, to the extent it does not flow differently from the nature of the assignment.
If and to the extent client so requests, the documents provided are returned to him.
The additional costs and additional fee flowing from the delay in the execution of the assignment that have arisen through not, not timely, or not properly providing the data and documents requested are borne by client.
Article 5 Execution of the assignment
Contractor determines the manner in which and by what person the assignment granted will be executed.
Contractor can only carry out more activities and bill these to client than those for which the assignment was granted if client has granted permission for this in advance.
If client wishes to engage third parties upon the execution of the assignment, he will only proceed to do so after having reached a consensus regarding with contractor.
In case of the electronic forwarding of information – also including (though not limited to) tax declarations, annual accounts, reports – of (and by order of) client by contractor to third parties, client is designated as the party that signs and sends the relevant information.
Article 6 Non-disclosure, personal data, and privacy
Contractor is obliged, unless he is under a legal or professional obligation to disclose, to observe secrecy vis-a-vis third parties.
Contractor does not have the right to use the information that is provided to him by client for a different purpose than the one it was obtained for. An exception is made to this rule, however, in case contractor acts on his own behalf in a disciplinary, civil, or criminal procedure whereby such documents may be relevant.
Unless prior written permission is granted to such effect by contractor, client will not disclose the content of reports, advice, or other expressions of contractor, whether or not in writing, that were not drawn up or made with the intent of providing third parties with the information set forth therein. The client will also make sure that third parties are unable to take cognisance of the content referred to in the previous sentence.
Contractor will impose his obligations on grounds of this article on third parties engaged by him.
Contractor takes appropriate measures to protect he personal data and other confidential information deriving from client. Contractor will inform collaborators and third parties to be deployed regarding the confidential nature of the information. The processing of personal data by contractor takes place in accordance with the applicable (inter)national legislation and (professional) regulations in the field of the protection of personal data.
Client is aware that contractor in some cases is obliged on grounds of (inter)national legislation or (professional) regulations to disclose confidential information of client. To the extent necessary, client hereby grants his permission and assistance for such disclosure, also including (though not solely) in the cases that contractor:
a. must report unusual transactions conducted or proposed described in legislation and (professional) regulations that have become known upon the execution of his activities, to the bodies established to such effect by the authorities;
b. must report fraud in certain situations;
c. is obliged to investigate the (identity of) client or his client in turn.
Contractor excludes any liability for damage that occurs at client as a result of compliance by contractor with the legislation and (professional) regulations that are effective for him.
Article 7 Intellectual property
The execution of the assignment by contractor does not also imply the transfer of intellectual property rights that lie with contractor. Contractor reserves himself all rights with respect to products of the mind that he uses or has used in the context of the execution of the assignment of client, to the extent these flow from the law.
It is expressly prohibited to client to multiply, disclose, or exploit those products, also including computer programs, system designs, work methods, advice, (model) contracts, and other intellectual creations of contractor, all matters in the widest sense of the term, whether or not by way of the deployment of third parties.
It is not permitted to client to provide tools of those products to third parties, otherwise than to obtain an expert opinion regarding the activities of contractor.
Article 8 Fee
The activities conducted by the contractor are billed to client on the basis of the time spent and the costs incurred, unless parties expressly establish otherwise, such as, for example, the payment of a fixed price.
The fee of contractor does not depend on the result of the assignment granted.
If after the adoption of the agreement, but before the assignment has been carried out completely, wages and/or prices undergo a change, contractor has the right to adjust the established rate correspondingly, unless client and contractor have made different arrangements concerning.
The fee of contractor, if necessary increased by advances and cost statements of engaged third parties, is billed per month, per quarter, per year, or after completion of the activities to client, unless client and contractor have made different arrangements concerning.
On all sums owed by client to contractor, sales tax is applied separately.
Travel time/costs and accommodation costs for the purpose of the implementation of the activities are billed separately.
Article 9 Payment
Payment by client must occur, without deductions, discounts, or setting off of debts, within the established terms, though in any event no later than thirty days after invoice date. Payment must occur in Euro currency, by way of bank transfer to the benefit of a bank account to be designated by contractor.
If client has not paid within the term indicated above, contractor has the right, after having urged client at least once to pay, without any further default notice and without prejudice to the other rights of contractor, to bill the statutory interest rate as from the due date until the date of full settlement.
All judicial and extrajudicial (collection) costs that are reasonably incurred, sustained by contractor as a result of non-compliance by client with his payment obligations are borne by client.
If the financial position or the payment behaviour of client in the opinion of contractor provides grounds for doing so, contractor has the right to demand from client that he lodges (additional) security without delay in such form as is to be determined by contractor. If client fails to lodge the security demanded, contractor has the right, without prejudice to his other rights, to immediately suspend the further implementation of the agreement, and anything client owes contractor on any account whatsoever becomes instantly payable.
In case of an assignment granted jointly, clients are severally and jointly bound, to the extent the activities were conducted for the benefit of the joint clients, for the payment of the invoice amount.
Article 10 Complaints
Complaints regarding the activities conducted and/or the invoice amount must be communicated in writing within 14 days after the date of sending of the documents or information that client complains about, or within 14 days after the discovery of the defect, if client proves that he could not reasonably have discovered the defect before, to contractor.
Complains as referred to in the previous paragraph do not suspend the payment obligation of client.
In case of a complaint submitted legitimately, contractor can choose between adjusting the fee that was billed or carrying out the rejected activities again, or not carrying out the assignment (any longer) completely or in part against the proportional refund of the fee already paid by client and/or the crediting (partially) of the fee owed that was invoiced already.
Article 11 Delivery term
If client owes a payment in advance or he must provide information and/or materials that are required for the implementation, then the term within which the activities must be completed does not commence until after the payment has been received in full or respectively the information and/or materials have been provided completely.
Terms within which the activities must be completed can only be considered strict time limits if this was expressly established.
Unless implementation is uncontestably and permanently impossible, the agreement cannot be rescinded by client on account of the overrunning of terms, unless contractor does not or does not completely carry out the agreement either within such reasonable term as is granted to him in writing after the end of the established delivery term. Rescission is permitted in such case in accordance with article 265 Volume 6 of the Civil Code (BW).
Article 12 Force majeure
If parties cannot, cannot timely, or cannot properly comply with the obligations from the agreement as a result of force majeure in the sense of article 6:75 BW (Civil Code), then those obligations are suspended until the moment that parties prove capable still to fulfil them in the established manner.
If the situation as referred to in the first section occurs, parties have the right to cancel the agreement completely or in part and with immediate effect in writing, however without any entitlement to compensation of damages pertaining.
If contractor upon entry into effect of the situation of force majeure has already fulfilled the established obligations in part, contractor has the right to invoice the activities conducted separately and intermediately and the client must settle such invoice as if it regarded a separate transaction.
Article 13 Cancellation
Client and contractor can cancel the agreement at all times.
Notice must be given to the counterparty in writing.
If client proceeds to cancel (intermediately), then contractor is entitled to the compensation of additional costs that contractor has incurred already, and to the compensation of costs that flow from the possible cancellation of third parties that have been engaged (such as – among others – the possible costs regarding sub-contracting).
If contractor proceeds to cancel (intermediately), then client is entitled to the assistance of contractor for the transfer of activities to third parties, unless in the event of the wilful intent or deliberate recklessness on the part of client, as a result of which contractor finds himself compelled to proceed with cancellation. Condition for the entitlement to assistance as established in this paragraph is that client has settled all underlying outstanding bills.
Article 14 Liability
Contractor will carry out his activities to the best of his ability and thereby observe the diligence that may be expected of a registered accountant. If an error is made because the client provided him with incorrect or incomplete information, contractor is not liable for the damage that has occurred as a result.
Contractor is not liable for indirect damage, also including: lost profit, missed savings, damage due to operational stagnation and other consequential damage or indirect damage that is the result of not, not timely, or not properly performing on the part of contractor.
The liability of contractor is limited to the compensation of the direct damage that is the immediate consequence of (a related series of) attributable shortcoming(s) upon the execution of the assignment. By direct damage is intended, among other matters: the reasonable costs incurred to determine the cause and scope of the damage; the reasonable costs incurred to have the performance of contractor correspond with the agreement, and the reasonable costs incurred to prevent or mitigate the damage. This liability is: [omission]
A related series of attributable shortcomings counts as a single attributable shortcoming.
Client is obliged to take measures to mitigate damage. Contractor has the right to undo or mitigate damage by way of restoral or improvement of the activities conducted.
If the client proves that he has incurred – direct – damage due to an error of contractor that would have been avoided in case of diligent conduct, contractor is only liable for such damage up to a maximum of the amount of the fee for the relevant assignment over the past calendar year, unless wilful intent or gross negligence bordering thereon pertains on the part of contractor.
Client safeguards contractor against claims by third parties on account of damage that was caused because the client provided the contractor with incorrect or incomplete information, unless client proves that the damage is not related to culpable actions or omissions on his part or was caused by the wilful intent or gross fault of contractor.
This provision is not applicable to assignments for the auditing of the annual accounts as referred to in article 393 Volume 2 Civil Code (BW).
Article 15 Electronic communication
During the execution of the assignment, client and contractor can communicate with each other by way of electronic means. In derogation to what is established in article 13 of the Terms and Conditions, it applies that contractor is not liable for damage incurred by client as a result of the use of electronic means of communication, also including – though not limited to – damage as a result of non-delivery or delays upon the delivery of electronic communications, the interception or manipulation of electronic communications by third parties or by software/devices use for the forwarding, receipt, or processing of electronic communications, the transmission of viruses, and the not or not properly functioning of the telecom network or other means required for electronic communications, barring to the extent the damage is the result of the wilful intent or gross fault of contractor. The data extracts from the computer systems of contractor provide compelling evidence of (the content of) the electronic communications forwarded by contractor until the moment that proof to the contrary has been provided by the client.
Article 16 Limitation period
To the extent it is not established otherwise in the present terms and conditions, rights of claim and other powers of client on any account whatsoever vis-a-vis contractor in connection with the carrying out of activities by contractor lapse in any event after one year after the moment when client became aware or could reasonably have been aware of the existence of these rights and powers.
Article 17 Applicable law and choice of court
Applicable to all agreements between client and contractor that are subject to these terms and conditions is Netherlands Law.
All disputes that are related to agreements between client and contractor that these conditions are applicable to and that do not fall under the competence of the ‘kanton’ section of the court, are settled by the competent court of law in the district where contractor has his place of residence.
In derogation to what is established in the previous paragraph, client and contractor are authorized to present disputes to an arbitration board.