GENERAL TERMS AND CONDITIONS THE AUDIT COMPANY B.V.
De algemene voorwaarden zijn gedeponeerd bij de Kamer van Koophandel te ‘s-Gravenhage, onder nummer 62279335.
A. Definitions
In these general terms and conditions, the following definitions shall apply:
1. Principal:
the natural or legal person who has commissioned the Contractor to perform Work.
2. Contractor:
the (accountancy) practice that concludes the Agreement and applies these general terms and conditions. All assignments shall be deemed to have been given exclusively to the (accounting) practice and not to any person associated with the (accounting) practice. All Agreements are therefore concluded with the Contractor. This shall also apply if it is the Client’s intention that an engagement be performed by a particular person or persons associated with the (accounting) practice. Sections 7:404 and 7:407 (2) of the Dutch Civil Code are expressly excluded from application.
3. Work:
all work commissioned or performed by the Contractor on any other account. The foregoing applies in the broadest sense of the word and in any case includes the work as stated in the order confirmation.
4. Documents:
all goods made available by Client to Contractor, including documents or data carriers, as well as all goods produced or collected by Contractor in the course of executing the order, including documents or data carriers.
5. Agreement/Task:
any agreement between the Client and the Contractor to perform Work by the Contractor on behalf of the Client, in accordance with the provisions of the order confirmation.
B. Applicability
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These general terms and conditions apply to: all offers, quotations, assignments, legal relationships and agreements, by whatever name, whereby the Contractor undertakes/will undertake to perform Work for the Client, as well as to all Work resulting therefrom for the Contractor.
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Deviations from, and additions to, these general terms and conditions are only valid if expressly agreed upon in writing in, for example, a (written) agreement or (further) order confirmation.
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In the event that these general terms and conditions and the order confirmation contain mutually contradictory terms, the terms contained in the order confirmation shall apply with respect to the contradiction.
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The applicability of the Client’s general terms and conditions is expressly rejected by the Contractor.
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The underlying Assignment/Agreement – together with these general terms and conditions – represent the complete agreements between the Client and the Contractor regarding the Work for which the Agreement has been concluded. All previous agreements or proposals made between the parties in this regard shall lapse.
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The Client with whom once an Agreement has been concluded under these general terms and conditions, accepts the applicability of these general terms and conditions to all subsequent quotations from the Contractor and Agreements between the Client and the Contractor.
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If one or more provisions of these general terms and conditions are null and void or annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. If any provision of these general terms and conditions or of the Agreement is invalid, the parties shall negotiate the content of a new provision, which provision shall approximate the content of the original provision as closely as possible.
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Provisions in the Agreement or these general terms and conditions that are expressly or by their nature to remain in force even after the expiration or termination of the Agreement shall remain in force after the expiration or termination, including Articles G, I, J, L, P and R paragraph 2.
C. Commencement and Duration of the Agreement.
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Each Agreement is first established and commences at the time the order confirmation signed by the Client is received in return and signed by the Contractor. The confirmation is based on the information provided by the Principal to the Contractor at the time. The confirmation is deemed to accurately and completely reflect the Agreement.
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The parties are free to prove the formation of the Agreement by other means.
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Each Agreement is entered into for an indefinite period of time unless it follows from the nature, content or scope of the order granted that it was entered into for a definite period of time.
D. Client Data.
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The Principal is obliged to make all information and Documents which the Contractor believes it needs for the correct performance of the Agreement available to the Contractor in good time, in the desired form and in the desired manner. This also includes the documents which the Contracted Party claims to need in the context of establishing the Client’s identity. The Client must provide the data required to establish its identity to the Contractor prior to the performance of the Agreement.
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Contractor has the right to suspend the performance of the Agreement until such time as Client has fulfilled the obligation mentioned in the previous paragraph.
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The Principal is obliged to inform the Contractor without delay of facts and circumstances that may be relevant in connection with the performance of the Agreement.
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The Principal guarantees the accuracy, completeness and reliability of the data and Documents made available to the Contractor by or on behalf of the Principal, even if they originate from third parties. The Contractor shall not be liable for damage, of whatever nature, resulting from the incorrectness and/or incompleteness of the data provided by the Principal to the Contractor.
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The additional costs and additional fees resulting from the delay in the performance of the Agreement caused by the failure to make the requested data available, or failure to do so on time or properly, shall be borne by the Client.
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If and to the extent requested by the Principal, the Documents made available will be returned to the Principal, subject to the provisions under O. The Principal shall bear the costs of this return of Documents.
E. Execution of Agreement.
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The Contractor will determine the manner in which and by which person(s) the Agreement will be performed. If possible, the Contractor will take account of timely and responsible instructions provided by the Principal regarding the performance of the Agreement.
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The Contractor shall perform the Work to the best of his ability and as a diligent professional. However, the Contractor cannot guarantee the achievement of any intended result.
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The Contractor is entitled to have certain Work performed, without notification to and explicit permission from the Client, by a person or third party to be appointed by the Contractor, if this is desirable in the Contractor’s judgment. The costs of this person or third party to be appointed will be charged to the Principal.
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The Contractor will perform the Agreement in accordance with the rules of conduct and professional rules applicable to him, which are part of the Agreement, and what is required of him by law. A copy of the rules of conduct and professional rules applicable to the Contractor will be sent to the Principal upon request. The Principal will respect the obligations arising from these rules of conduct and professional rules and under the law for the Contractor or for those working at or for the Contractor.
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If during the term of the Agreement Work is performed for the Client’s profession or business which is not covered by the Work to which the Agreement relates, this Work will be deemed to have been performed under separate Agreements.
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Any deadlines set out in the Agreement within which the Work must be performed are approximate only and not strict deadlines. Failure to meet such a deadline will therefore not constitute an attributable breach on the part of the Contractor and will therefore not constitute grounds for terminating the Agreement.
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The performance of the Agreement is not – unless expressly stated otherwise in writing – specifically aimed at detecting fraud. If the work produces indications of fraud, the Contractor will report on it to the Client.
F. Confidentiality and exclusivity
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The Contractor is obliged to maintain confidentiality vis-à-vis third parties who are not involved in the performance of the Agreement. This confidentiality concerns all information of a confidential nature made available to him by the Principal and the results obtained by processing it.
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The Contractor is entitled to use the numerical results obtained after processing, provided such results cannot be traced back to individual Clients, for statistical or comparative purposes.
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The Contractor shall not be entitled to use the information made available to it by the Client for any purpose other than that for which it was obtained.
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Except with the express prior written consent of the Contractor, the Client is not permitted to disclose or otherwise make available to third parties the contents of advice, opinions or other statements made by the Contractor.
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Upon violation of the prohibition contained in the preceding paragraph, the Client shall owe the Contractor an immediately payable penalty in the amount of €25,000, without prejudice to the Contractor’s right to claim damages.
The Client shall not hire or approach any employees of the Contractor involved in the performance of the Work to join the Client, whether temporarily or not, directly or indirectly, or to perform work directly or indirectly for the Client, whether salaried or not, during the term of the Agreement or any extension thereof and for 12 months thereafter.