Terms and Conditions admin
TERMS AND CONDITIONS
In these general terms and conditions, the following terms are understood to have the following meanings:
1. Client: the party commissioning the engagement as stipulated in Article 2;
2. Contractor, The 30% Ruling Specialists BV located on the Keizersgracht 241 in Amsterdam, being a limited liability company;
3. Assignment and/or Agreement: the agreement for the assignment, in which the Contractor undertakes to perform various activities vis-à-vis the Client.
2.1 These general terms and conditions are applicable to any provision of services to Client by Contractor and are part of all agreements for orders for work by Contractor and of all resulting or related agreements concluded between Client and Contractor, as well as proposals made by Contractor.
2.2. Should any stipulation that is part of these General Conditions or of the contract be or become void, the remainder of the agreement shall remain valid to the extent that the concerning stipulation is replaced, by mutual consent by Client and Contractor, by a stipulation that addresses the meaning of the concerning stipulation.
2.3. All clauses in these general conditions have also been drawn up on behalf of all the parties who are working for the Contractor in the context of the performance of the Assignment, including the shareholders of the Contractor, the directors of the Contractor and the directors of the shareholders of the Contractor. These parties can also invoke these clauses vis-à-vis the Client.
3. Execution of the engagement
3.1 Contractor will carry out all the work to the best of its knowledge and ability and in accordance with professional standards.
3.2 The commissioned engagement will be deemed to be an engagement accepted by and carried out by Contractor only. The provisions of Article 7:404 and 7:407 section 2 of the Dutch Civil Code will not be applicable. Contractor determines the way in which the commissioned engagement will be executed and by whom, with due observance of the wishes expressed by Client.
3.3 When engaging third parties, Contractor shall consult Client as much as possible in advance, and in any case exercise due care when selecting third parties. Contractor shall not be liable for any shortcomings of these third parties, and is entitled, without prior consultation with Client (also) on behalf of Client to accept any liability restriction on the part of third parties it engages.
4. Co-operation by Client
4.1 Client is obliged to provide access to all information and documents Contractor believes to be required for proper execution of the commissioned engagement and do so in good time and in the desired form and manner.
4.2 Client guarantees the correctness, completeness and reliability of the information and documents supplied to Contractor also if they originate from third parties, insofar as the nature of the assignment does not require otherwise.
4.3. The Contractor has the right to suspend the performance of the Assignment until the time that the Client has fulfilled the obligations referred to in the first, second and third paragraphs. .
4.4 Extra costs, extra hours, and other damages that arise for the Contractor because the Client has not fulfilled the obligations referred to in the first, second and third paragraphs, are for the expense and risk of the Client.
4.5 At the first request of the Client, the Contractor shall return the original documents provided by the Client.
4.6 The Client is responsible for correct compliance with the applicable legislation and regulations with regard to the protection of personal data, including the personal data provided and made available to the Contractor concerning the Client’s staff members, clients or third parties, also if this data originates from third parties or is provided by third parties at the Client’s request. The Contractor cannot be sued in connection with the non-compliance or incorrect compliance by the Client.
5. Performance of the Assignment
5.1 The Contractor shall determine the way and by which person(s) the Assignment is performed, yet he/she shall take into account as far as possible the wishes expressed by the Client. If, in the performance of the Assignment, the Contractor wishes to engage third parties at the expense of the Client, he/she may only do this with the Client’s approval.
5.2 The Contractor shall perform the activities to the best of his/her ability and as a professional acting with due care; however, the Contractor also cannot guarantee that any desired result shall be achieved.
5.3 The Assignment will be performed with due observance of the applicable professional and other regulations required by or in accordance with the law. The Client shall provide full cooperation at all times with the obligations that arise for the Contractor on this basis.
5.4 The Client acknowledges, on the basis of the Act on Prevention of Money Laundering and Financing of Terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme – Wwft) the Contractor:
a) May be required to conduct an investigation into the identity of the Client and/or the customer;
b) May be required to report certain transactions to the authorities appointed by the government for that purpose.
5.5 The Contractor excludes any liability whatsoever for damages arising as a result of the Contractor’s compliance with legislation and professional and other regulations applicable to him/her.
5.6 For the Assignment, the Contractor shall maintain a work file containing copies of the relevant documents, which is the property of the Contractor.
5.7 During the performance of the Assignment, the Client and the Contractor, at the request of one of the parties, shall be able communicate with each other by electronic mail. The Client and the Contractor are vis-à-vis each other not liable for any damages that arise from use of electronic mail. Both the Client and the Contractor shall do that which can reasonably be expected to prevent risks, such as spreading viruses and distortion.
5.8 In the case of doubt concerning the content and/or sending of electronic mail, the data extracts from the Contractor’s computer systems shall prevail.
6.1 Except where a statutory obligation to disclose information is in effect, Contractor and/ or the staff deployed by Contractor is liable to maintain confidentiality vis-à-vis third parties.
6.2 Contractor cannot use the information provided by Client for any purpose other than
for which it was obtained without Client’s prior consent.
6.3 Contractor will impose its obligations by virtue of this Article on any third parties it may decide to involve.
6.4 Without the prior written permission of Contractor, Client is not permitted to share the advice, opinions, (model) contracts, design templates or other expressions of Contractor, or to make them otherwise available to third parties unless doing so issues directly from the agreement between Client and Contractor, is intended for the acquisition of an expert opinion regarding the work concerned, a statutory or professional obligation to this effect rests on Client, or if Client is defending itself in a disciplinary, civil or criminal action.
7.1 If prices are subject to change between conclusion of the contract and the completion of the engagement, Contractor has the right to adjust the agreed fee accordingly.
7.2 The fee charged by Contractor is exclusive of expenses and invoices by third parties involved.
7.3 All fees are exclusive of VAT, unless otherwise stated. If applicable, VAT shall be charged separately on all the amounts payable by the Client to The 30% Ruling Specialists.
8.1 Client shall make payment of the fee charged without any deduction, discount or debt settlement by fourteen days of the invoice date at the latest. Payments shall be made in euros into a bank account designated by Contractor. Objections to the amounts charged do not exempt Client from its obligation to pay.
8.2. If payment is made in a currency other than stipulated in Article 7.1, Contractor retains the right to charge Client for any resulting additional expenses and / or loss.
8.2 If Client fails to pay within the period referred to in Article 7.1, Contractor has the right, provided that it has made demand for payment on at least one occasion, to charge Client the statutory interest from the due date until the date on which payment is made in full, without further notice of default and without prejudice to Contractor’s other rights.
8.3 All judicial and extrajudicial (collection) costs incurred within reason by Contractor as a result of Client’s failure to fulfill its payment obligations, are for account of Client.
8.4 If, in the opinion of Contractor, this is justified in view of the financial position or the payment record of the Client, Contractor shall have the right to require the client to make an advanced payment or provide (additional) security in a form to be determined by Contractor on Contractor’s request. If the Client fails to provide the required security, Contractor shall be authorized, without prejudice to its other rights to suspend further performance of the agreement immediately and anything owed by the Client to Contractor for whatever reason shall be immediately payable.
9.1 Contractor must be notified in writing of complaints relating to the work carried out and/ or the invoice amount within 30 days of the date as postmark of the documents or information in respect of which Client is filing a complaint, or within 30 days of the discovery of shortcoming, if Client proves that the shortcoming could not have reasonably been discovered previously.
9.2 Complaints as referred to in the first paragraph do not exempt Client from its obligation to pay.
9.3 If Client filed a legitimate complaint, Client has the option of adjusting the fee charged, having the rejected work rectified or repeated free of charge or terminating the engagement (or remaining work) in exchange for a refund proportionate to the fee already paid by Client.
10.1 Contractor will carry out its work to the best of its ability, while exercising due care that may be expected of Contractor. If an error is made as a result of Client providing incorrect or incomplete information, Contractor is not liable for any resulting loss.
10.2 If Client proves that it suffered a loss due to an error by Contractor that could have been prevented if proper care had been taken, Contractor is liable for that loss up to a maximum amount of the fee Contractor has received for its work within the framework of the engagement, unless Contractor can be accused of an intentional act or omission or comparable gross negligence subject to the condition that damage compensation shall under no circumstances exceed to three times the amount that the Client, on the basis of the provision in Article 7, has paid as a fee (not including VAT) to the Contractor and/or still owes for the activities to which the loss-causing occurrence relates or is associated with.
10.3 In the event of an engagement with a lead-time exceeding six months, the liability referred to in the first paragraph is limited to a maximum of the invoice amount for the last six months of the engagement.
10.4 The limitation of liability laid down in this provision also applies to third parties Contractor involves in an engagement, who will accordingly be able to invoke this limitation of liability directly.
11. Notice of Termination
11.1 The Client and Contractor may give notice to terminate the agreement at any time.
11.2 Notice of shall be given in writing to the other party.
11.3 Notice of termination shall not entitle the Client to any compensation. In the event that the Client gives notice of termination, Contractor shall remain reasonably entitled to the fee in proportion to its performance until such time.
12. Terms of forfeiture
All rights of action and other rights enjoyed by Client for whatever reason vis-à-vis Contractor in relation of the execution of work by Contractor will in any event lapse one year after the date on which Client became aware or could reasonably be aware of the existence of these rights.
13. Applicable law and jurisdiction clause
13.1 All contracts between Client and Contractor, as well as third parties, are governed by Dutch law. Disputes shall be referred to the competent District Court of Amsterdam.
13.2 Contrary to the provision of the first paragraph, parties can mutually agree to refer
disputes to an arbitration board.
These general terms and conditions are drawn up in English. The English text is binding.
Filed with the Chamber of Commerce Amsterdam under number 67079954.