Terms & conditions
GENERAL TERMS AND CONDITIONS J.C.SUURMOND & ZN.BELASTINGADVISEURS V.O.F.
In the event of any discrepancy between the Dutch and English-language versions of these General Terms and Conditions, the provisions of the Dutch version will prevail.
Article 1 – General
- The following definitions apply to these General Terms and Conditions:
Client: The counterparty to the Contracting Party under an agreement as described in Article 2.1;
Contracting Party:J.C.Suurmond & zn.Belastingadviseurs v.o.f. with its registered office at Poeldijk, hereinafter referred to as “JCS & ZN.”;
- JCS & ZN. is a partnership [vennootschap onder firma].
- Notwithstanding the provisions of Sections 404 and 407, Subsection 2, of Book 7 of the Dutch Civil Code, all assignments will be accepted and performed exclusively by JCS & ZN.
- All conditions of the General Terms and Conditions are also made for the benefit of all partners of and all those employed by JCS & ZN.
Article 2 – Applicability
- These General Terms and Conditions form part of all activities, including financial activities, all agreements for the provision of services by JCS & ZN., of all agreements between the Client and JCS & ZN. ensuing from this and/or in connection therewith, respectively their legal successors , as well as of all offers or quotes made by JCS & ZN.The General Terms and Conditions of JCS & ZN. prevail over any varying provisions of the Client.
- Any provisions varying from the General Terms and Conditions will only apply if and insofar JCS & ZN. have expressly confirmed these to the Client in writing.
- If any provision, forming part of these General Terms and Conditions or of the agreement, proves to be null and void or is voided, the other provisions of the agreement will as far a possible remain in effect and the parties will consult with each other to promptly replace the relevant provision by a provision which approaches the intention of the original provision as closely as possible.
Article 3 – Data and information
- JCS & ZN. will only be obliged to perform or further perform the assignment if the Client has supplied JCS & ZN. with all the requisite data and information in the form and manner desired by JCS & ZN. Any additional costs that may arise as a result of the Client not, not promptly or not sufficiently supplying the required data or information will be charged to the Client.
- The Client is obliged to promptly inform JCS & ZN. about any facts and circumstances that may be of importance for the performance of the assignment.
- The Client will be responsible for the accuracy, completeness and reliability of the information it supplies or has supplied on its behalf to JCS & ZN.
Article 4 – Performance of the assignment
- JCS & ZN. will determine the manner in which and by whom the assignment will be performed, but will take the wishes made known by the Client into consideration as much as possible.
- JCS & ZN. will perform the activities to the best of its abilities and acting with the due care required of a professional; however, JCS& ZN. cannot guarantee any intended result.
- Delivery dates are always indicative and should never be regarded as final deadlines. For this reason the indications given regarding delivery dates can never in any form lead to an attributable breach by JCS & ZN., nor is the Client in any event entitled to claim any damages.
- Unless it is clear that performance remains impossible, the Client cannot terminate the agreement due to the deadline being exceeded, unless JCS & ZN. fails to fully or partially perform the agreement within a reasonable delivery date notified by it in writing after the end of the agreed delivery date.
Article 5 – Intellectual property rights
- All rights in connection with the products of the mind that JCS & ZN. develops or uses for the performance of the assignment, including advices, working methods, contracts or model contracts, systems, system designs and computer programs, will accrue to JCS & ZN., insofar as these do not accrue to third parties.
- Except with the express prior written consent of JCS & ZN. the Client is not allowed to reproduce, publish or exploit the products of the mind or the recording of those on information carriers whether or not with or by engaging a third party, without prejudice to the provisions of Article 6(3).
Article 6 – Confidentiality
- With regard to the data and information supplied by or on behalf of the Client, JCS & ZN. is obliged to observe confidentiality vis-a-vis third parties who are not involved in the performance of the assignment. This obligation does not apply insofar as JCS & ZN. has a statutory or professional duty to disclose or the Client releases JCS & ZN. from the duty of confidentiality.
- In the event that JCS & ZN. acts on its own behalf in disciplinary, civil or criminal proceedings, it is entitled to use any data or information supplied by or on behalf of the Client or any other data and information it becomes aware of during the performance of the assignment, insofar as these data or information to its reasonable belief may be of importance.
- Except with the express prior written consent of JCS & ZN., the Client is not allowed to make public or provide to a third party in any other way the contents of the advices, opinions or other forms of communications by JCS &ZN., whether they are in writing or otherwise, except insofar as this derives directly from the agreement, occurs for the purpose of obtaining a professional opinion regarding the relevant activities of JCS & ZN., or the Client has a statutory or professional duty to disclose or if the Client acts on its own behalf in disciplinary, civil or criminal proceedings.
Article 7 – Fees and offers
- A fee as well as reimbursement of any costs incurred will be payable by the Client to JCS & ZN. in accordance with JCS & ZN.’s standard rates, calculation methods and working methods.
- Unless the parties have agreed otherwise in writing, JCS & ZN. will determine its rate based on its hourly rate.
- All offers by JCS & ZN. will be based on the information supplied by the Client. The Client guarantees that it has to the best of its knowledge supplied all essential information for the planning, performance and completion of the assignment. The offers made by JCS & ZN are without obligation and will be valid for 30 days, unless indicated otherwise.
- All amounts in the offers and any other correspondence are exclusive of VAT.
Article 8 – Payments
- Payment should occur without deduction, discount or set-off and in Euros by transfer to the bank account specified on the invoice within twenty one (21) days after the invoice date, after which the Client will be in default.
- All extrajudicial costs that JCS & ZN. incur in connection with the collection of a claim against the Client will be payable by the Client.
- All costs that JCS & ZN. incur in connection with legal proceedings against the Client will be payable by the Client, even if these costs exceed the judicial costs order, unless JCS & ZN. as the unsuccessful party is ordered to pay the costs.
- JCS & ZN. retains the right to require from the Client a full or partial advance payment and/or that it provides security – even during the performance of the assignment, if in the opinion of JCS & ZN. the financial position or the payment behaviour of the Client gives cause thereto – and in default thereof JCS & ZN. is entitled to suspend the performance of its obligations.
- JCS & ZN.’s claims against the Client will become immediately due and payable in the event that Client is wound up, declared bankrupt, dies, its assets are attached or if a suspension of payment is granted.
Article 9 – Complaints
- A complaint in connection with activities performed or the invoice amount will need to be expressed in writing to JCS & ZN. at the risk of forfeiting all claims within twenty-one (21) days of the documents or information (respectively the invoice) that the complaint of the Client refers to being sent or, if the Client proves that it reasonably could not have discovered the problem at an earlier stage, within twenty one (21) days after discovering the problem.
- A submitted complaint does not suspend the Client’s obligation to pay, except in so far as JCS & ZN. has notified the Client that it considers the claim to be well-founded.
- In the event of a legitimate complaint, JCS & ZN. has the option of adjusting the fee charged, having the rejected activities rectified or repeated free of charge or terminating the assignment (or the remainder thereof) in exchange for a refund proportionate to the fee already paid by the Client.
Article 10 – Liability
- JCS & ZN. will fulfil its duties in a manner to be expected of a company in its line of business, but will not accept any liability for damage, including consequential damage, direct or indirect, loss of profits and/or loss caused by delays, that is the result of any acts or omissions by JCS & ZN., its employees or any third parties engaged by it for the performance of the assignment (even if this third party is employed by an organisation affiliated to JCS & ZN.), unless imperative legal provisions dictate otherwise.
- JCS & ZN. is not liable for any damage sustained by the Client or a third party, that is the result of the Client supplying JCS & ZN. incorrect or incomplete data or information or which in any other way is the result of an act or omission by the Client.
- The limitations to liability as stated in this article do not apply if the damage is the result of intent and/or gross negligence on the part of JCS & ZN., its executive board and/or its management.
- Without prejudice to the provisions in the other paragraphs of this article, JCS &ZN.’s liability, of whatever nature, will be limited to twice the amount that the Client in accordance with Article 7 has paid as a fee (exclusive of turnover tax) to JCS & ZN. and/or is due to pay in connection with the activities that the harmful event relates to or is connected with.
- Without prejudice to the provisions in the other paragraphs of this Article liability will never exceed the sum of the amount to be paid out by JCS & ZN.’s insurer if such an occasion arises, in so far as JCS & ZN. is insured for this.
- A claim for compensation will need to be filed against JCS & ZN. within a period of twelve months after the Client reasonably could have discovered the damage, in default of which the right to compensation lapses.
- The Client is obliged to compensate and to indemnify JCS & ZN. against all third party claims – including shareholders, executive board members, supervisory board members and employees of the Client as well as affiliated legal entities, companies and others that are involved in the business of the Client – that are a result of or are connected with the activities of JCS & ZN. on behalf of the Client, except in so far as these claims are the result of intent or gross negligence on the part of JCS & ZN..
Article 11 – Expiry period
In so far it has not been agreed otherwise in these General Terms and Conditions, the Client’s right to bring a claim against JCS & ZN. for whatever reason in connection with the performance of the activities by JCS & ZN. will in any event lapse one year after the moment that the Client became aware or reasonably could have become aware of the existence of this right.
Article 12 Applicable law and choice of forum
Dutch law will exclusively apply to all agreements between the Client and JCS & ZN.
Exception where imperative rules on jurisdiction apply, the District Court in The Hague will have exclusive jurisdiction in the event of a dispute.