General provisions

General

a. These General Terms and Conditions apply once the Client has requested the assistance of the Contractor. All provisions of these terms and conditions will apply between the parties to the extent that they have not been expressly deviated from in writing.
b. In these terms and conditions, the terms below will have the following meanings:
– the Contractor: the natural or legal person, who carries out the work referred to in Article 2;
– the Client: the natural or legal person requesting the assistance of the Contractor;
– the Assignment: the work to be mutually determined between the Client and the Contractor, to be performed by the Contractor and the conditions under which it is to be performed.

Scope

a. All offers are without obligation, unless the Contractor has expressly stated otherwise in his offers or quotations to the client.
b. The activities of a Contractor (may) include (among other things) keeping complete bookkeeping accounts or records for the benefit of the Client, the preparation of annual accounts, the preparation of tax returns and any subsequent follow-up, the provision of advice on financial, tax and/or business matters, and all acts and activities which, in view of the legal relationship and the resulting Assignment, ‑ may be useful in connection with the aforementioned activities.
c. The Client with whom contracts were once concluded on the present terms and conditions, is deemed to have tacitly agreed to the applicability of these terms and conditions to subsequent contracts concluded with the Contractor.

Conclusion

The contract is concluded when the Contractor accepts the Assignment. The rule set out in the preceding sentence also applies to modifications to Assignments. If the interest of the Client requires immediate delivery in whole or in part by the Contractor, or if the Client has explicitly requested immediate delivery, the contract will be deemed to have been concluded as a result of the Contractor actually delivering to the Client in whole or in part.

Obligations of the Contractor

a. The Contractor is obliged to look after the interests of his Client to the best of his knowledge and ability, insofar as this is possible and desirable in view of the legal relationship and the Assignments resulting from it.
b. The manner in which the records are kept and the other work is carried out must, subject to any applicable statutory provisions, meet the requirements arising from the Client’s obligations and responsibilities.
c. If the work is intended to achieve a certain (financial) end result, it is not guaranteed that this intended end result will actually be achieved.

Obligations of the Client

a. The Client must ensure that he refrains from all acts that frustrate or render impossible the performance of the Assignment by the Contractor.
b. The Client is obliged to provide the Contractor with all data, information and documents required for the performance of the Assignment in a timely, complete and correct manner.

Confidentiality

The Contractor undertakes to treat as such all data and documents relating to the Assignment that are reasonably deemed to be confidential and secret. The Contractor is not liable for breach of confidentiality by persons employed by him if the Contractor can make it plausible that he could not have prevented such breach.

Cooperation with third parties

a. The Contractor may only engage other experts, not belonging to his own company, in the performance of his Contract, after the necessity and/or desirability thereof has been determined in consultation with the Client.

b. The Contractor accepts no liability for the work performed by third parties, including the experts referred to in Article 7a.

Shortcomings of the Contractor

a. The Contractor is only liable to the Client for damage suffered by the Client as a direct result of shortcomings committed by Contractor or persons in his service in the performance of the contract, if and insofar as these shortcomings could have been avoided under normal circumstances with normal professional knowledge and with due observance of normal attentiveness and professional practice, subject to the further restrictions described below.
b. The Contractor will be obliged to remedy the aforementioned shortcomings free of charge as soon as possible, if and insofar as the remedy does not involve higher costs than those charged for the work in question. If the costs do turn out to be higher, the Contractor will only be obliged to carry out this remedial work if the Client declares in advance in writing that he is prepared to bear these additional costs.
c. Any liability of the Contractor will lapse not later than 60 months (5 years) after the tax returns for the relevant financial year have been filed, to be increased by the period for which an extension has been granted.
d. Any liability of the Contractor will lapse if the Client has not given the Contractor the opportunity to be present during any tax audit of the period concerned, furthermore if the Client has not given the Contractor the opportunity to remedy the relevant breach and in the event that further work as a result of or in connection with that breach has taken place without the Client having involved the Contractor therein.
e. The Client must report the shortcomings referred to in this Article within 1 month after he/she became aware of them or reasonably should have become aware of them, failing which any liability of the Contractor is excluded. Liability is in any case and at all times excluded except and insofar as the professional liability insurance taken out by the Contractor gives the right to a payment.

Shortcomings of the Client

a. If and insofar as any shortcomings in the performance of the work by the Contractor are the result of the Client’s failure to fulfil his obligations in accordance with Article 5, or to do so on time or adequately, the Contractor will not be liable at all.
b. Remedy of the aforementioned shortcomings will in such a case take place at the Client’s expense.