Article 1 Definitions
- In the present general terms and conditions, the following terms are used in the sense given below, unless explicitly indicated otherwise.
- “VAT and More ”: VAT and More B.V.
- “Client”: VAT and More ’ opposite party.
- “Agreement”: the agreement concerning the provision of services.
- All assignments shall be accepted and performed exclusively by VAT and More subject to the exclusion ofSections 404 and 407(2), Book 7, of the Dutch Civil Code.
- The clauses in these general terms and conditions have also been stipulated on behalf of the participants of V.E. Support B.V., as well as the directors of these companies and all persons employed by or working for VAT and More .
Article 2 General
- These general terms and conditions shall apply to all contracts of assignment under which VAT and More is obliged to perform activities, all contracts arising therefrom and/or relating thereto between Client and VAT and More or their respective legal successors and all offers made by VAT and More , insofar as parties have not explicitly deviated from the present terms and conditions in writing.
- The present terms and conditions shall also apply to all agreements with VAT and More , the execution of which calls for the services of third parties. These third parties can also refer to the present terms and conditions towards the Client if they are sued by the Client outside the scope of the agreement.
- Possible deviations from the present general terms and conditions shall only be valid provided they have been explicitly agreed upon in writing by VAT and More and the Client.
- The applicability of Client’s possible purchase or other conditions is explicitly rejected.
- If one or More stipulations in the present general terms and conditions should be null and void or declared null and void, then the other stipulations of the present general terms and conditions shall remain fully applicable. The case ensuing, VAT and More and Client shall enter into negotiations to agree upon new stipulations replacing the null and void conditions, or, as the case may be, the conditions declared null and void, whereby the purpose and the meaning of the original conditions shall be heeded as far as possible.
Article 3 Offers and Tenders
- All offers shall be free of obligation unless the offer contains an acceptance term.
- The offers made by VAT and More shall be free of obligation; they shall be valid for a period of 30 days, unlessindicated otherwise. VAT and More shall only be bound by the offers if the acceptance thereof is confirmed in
writing by the opposite party within 30 days, unless indicated otherwise.
- The prices given in above-mentioned offers and tenders shall be exclusive of VAT, other levies anddisbursements, unless indicated otherwise.
- If the acceptance deviates (on secondary items) from the offer given, VAT and More shall not be bound by it.The agreement shall in such event not be concluded in accordance with said deviating acceptance, unless VAT
and More indicates otherwise.
- A compound quotation shall not oblige VAT and More to execute part of the assignment against a corresponding part of the given quotation.
- Offers and tenders shall not apply automatically to future assignments.
Article 4 Execution of the Agreement
- VAT and More shall carry out the work to the best of its ability and with due professional care. VAT and More does not however guarantee the achievement of any intended results.
- If and in so far required for the proper execution of the agreement, VAT and More shall have the right to have certain work done by third parties. Dates by which work must be completed shall only be regarded as deadlines whose non-observance constitutes a default if expressly agreed in writing. The Client shall not be entitled to rescind the contract if and when an agreed deadline is exceeded, unless VAT and More also fails to perform its contractual obligations within a reasonable period notified to it in writing after the original date of completion or it is evident that the performance of the contract will be permanently impossible.
- The Client shall see to it that VAT and More shall be provided in due time with all data in the format as indicated by VAT and More , which VAT and More has said to be necessary or which the Client must in all reasonableness understand to be necessary to the execution of the agreement. The Client warrants the accuracy, completeness and reliability of the data and information supplied by it or on its behalf to VAT and More .
- If VAT and More has not been provided or has not been provided in due time or has been provided in an improperly manner with the data necessary to the execution of the agreement, or has been provided with incorrect or incomplete or unreliable data. VAT and More shall have the right to suspend the execution of the agreement and / or to charge the Client for the additional costs resulting from the delay at the generally accepted rates.
- The Client shall inform VAT and More forthwith of any facts and circumstances which may be of importance with regard to the performance of the assignment.
- If parties have agreed that the agreement will be executed in stages, VAT and More can suspend the execution of the parts belonging to a following stage until the Client has approved in writing the results of the stage prior to it.
Article 5 Duration of the Contract; Term of Execution
- The agreement between VAT and More and the Client shall be entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if parties have explicitly agreed otherwise in writing.
- If a term has been agreed to complete certain work within the term of the agreement, then this term shall never be a term whose non-observance constitutes a default.. If the term of execution is exceeded, the Client must consequently declare VAT and More in default in writing.
Article 6 Fee
- Parties can agree upon a fixed fee the moment the agreement is concluded.
- If no fixed fee has been agreed upon, the fee shall be determined on the basis of the number of hours actuallyspent on the work. The fee shall be calculated in accordance with VAT and More ’s usual hourly rates, valid for
the period in which the work is being done, unless a deviating hourly rate has been agreed upon.
- If VAT and More and the Client agree upon a fixed fee or an hourly rate, VAT and More shall nevertheless beentitled to increase this fee or rate.
- The fee and a possible cost estimate shall be exclusive of VAT.
- VAT and More shall charge its services to the Client normally in the month following the month in which theseservices are performed, unless otherwise is indicated.
- VAT and More shall be allowed to charge on price increases, if changes in price have occurred between thetime of offer and the time of delivery with respect to, e.g., salaries and wages.
- VAT and More shall furthermore be able to increase the fee when it is shown during the execution of the workthat the volume of work initially agreed upon or expected when the contract was concluded, was underestimated to such a degree, and this through no fault of the VAT and More , that VAT and More cannot be expected in reasonableness to do the work agreed upon for the fee initially agreed upon.
- VAT and More shall notify the Client of his intention to increase the fee or the hourly rate in writing, whereby VAT and More shall communicate the volume of said increase and the date on which it shall take effect.
- When the Client refuses to accept the increase of the fee or the hourly rate as notified by VAT and More , the Client is entitled to terminate the contract in writing within seven (7) working days following the said notification, or to annul the assignment on the date the fee or hourly rate increase would take effect according to the notification.
Article 7 Payment
- Payment must be made within 14 days from the date of invoice, in a way to be indicated by VAT and More . Contestation of the amount of the statements of expenses shall not suspend the fulfilment of the payment obligation.
- If the Client fails to fulfil his payment obligation within the term of 14 days, then the Client shall be in default by operation of law. In that event, the Client shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. The interest on the amount due and payable shall be calculated as from the day the Client is in default until the moment he has paid the amount in full.
- VAT and More ’s claims against the Client shall become due on demand in the event that Client’s company is wound up, attached, declared bankrupt, or if a suspension of payment is granted.
- VAT and More shall be entitled to have the payments made by the Client go first of all to reduce the costs, subsequently to reduce the interest still due and finally to reduce the principal sum and the current interest. VAT and More shall have the right, without this leading VAT and More to be in default, to refuse an offer for payment, if the Client designates a different sequence of attribution. VAT and More shall be entitled to refuse full payment of the principal sum, if said payment does not include the interest still due, the current interest and the costs.
- VAT and More reserves the right to request the Client to provide for full or partial payment in advance and/or to provide security, even during the performance of an assignment, if the financial position or the payment behavior of the Client in the opinion of VAT and More gives rise to that. VAT and More shall be entitled to suspend the performance of its obligations if such warrant is not given.
Article 8 Collection Charges
- If the Client fails to fulfil his obligations (in due time) or defaults on them, then all reasonable costs incurred to have all extrajudicial costs and debts paid shall be borne by the Client.. All extrajudicial costs incurred by VAT and More in connection with the collection of any amounts owed by the Client shall be borne by the Client. These extrajudicial costs are calculated based on the rates as advised by the Dutch Bar. If VAT and More demonstrates that he has incurred higher expenses, which were necessary in reason, said expenses shall also qualify for reimbursement
- All costs incurred by VAT and More in connection with legal proceedings against the Client shall be borne by the Client, including any and all costs exceeding the legal costs awarded, unless VAT and More is ordered to pay the legal costs as losing party.
Article 9 Cancellation
- Both parties shall be entitled to cancel the agreement at all times.
- If the agreement is terminated prematurely by the Client, VAT and More shall be entitled to compensation of the loss of capacity utilisation to be demonstrated caused by said premature termination, unless the termination is based on facts and circumstances which can be attributed to VAT and More . The Client shall furthermore be held in that event to pay the statement of expenses for the work done up till that moment. The preliminary results of the work done up till that moment shall therefore be put at the Client’s disposal subject to approval.
- If the agreement is terminated prematurely by VAT and More , VAT and More shall see to it in conjunction with the Client that the work still to be done be transferred to third parties, unless the termination is based on facts and circumstances which can be attributed to the Client.
- If the transfer of the work still to be done entails extra costs for VAT and More , said costs shall be charged to the Client.
Article 10 Suspension and Dissolution
- VAT and More shall be authorised to suspend the fulfilment of the obligations under the agreement or to dissolve the agreement, in the event that:
a. the Client does not fulfil or does not fully fulfil his obligations resulting from the agreement.
b. after the agreement has been concluded, VAT and More learns of circumstances giving good ground to fear that the Client will not fulfil his obligations. If good ground exists to fear that the Client will only partially or improperly fulfil his obligations, suspension shall only be allowed in so far the shortcoming justifies such action. c. the Client was asked to furnish security or to pay in advance an amount to guarantee the fulfilment of his obligations resulting from the agreement when the contract was concluded and that this security or advanced payment is not provided or insufficient.
- VAT and More shall furthermore be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the agreement can no longer be demanded in all reasonableness.
- If the agreement is dissolved, VAT and More ’s claims against the Client shall be forthwith due and payable. If VAT and More suspends fulfilment of his obligations, he shall retain his rights under the law and the agreement..
Article 11 Liability
- VAT and More shall perform his activities to the best of his abilities, and in so doing shall observe all due care that may be expected from VAT and More . If a mistake is made by VAT and More because Client has provided him with incorrect or incomplete information, VAT and More shall not be liable for the damage resulting therefrom. If the Client demonstrates that he has suffered damage due to an error by VAT and More that would not have occurred if VAT and More had acted with observance of due care, VAT and More shall only be liable for the said damage up to an amount not exceeding two times the fee for the specific assignment over the last calendar year, unless VAT and More has acted with intent or gross negligence considered equivalent to intent.
- VAT and More shall not be liable for indirect damage suffered by the Client or third parties, including consequential damage, loss of profit, loss of goodwill, lost savings and damage due to business stagnation.
- The Client shall hold harmless and indemnify VAT and More against all claims from third parties arising from or in connection with the work performed by VAT and More for the Client, unless such claims are due to gross negligence or willful misconduct on the part of VAT and More . The Client shall indemnify VAT and More from and against claims of third parties for damage caused by the Client providing VAT and More with incorrect or incomplete information, unless the Client demonstrates that the damage is not related to any imputable acts or omissions on his part, or was caused by intent or gross culpability on the part of VAT and More .
- The stipulations with regard to limitation on liability as set forth in this clause shall also apply to third parties whose assistance is called upon by VAT and More , who may therefore directly invoke these limitations on liability.
Article 12 Limitation period
Unless these general terms and conditions provide otherwise, any and all claims the Client against VAT and More in connections with the performance of the assignment by it, regardless of their nature, shall expire six (6) months after the date the Client has become aware or could reasonably have been aware of the existence of such claim.
Article 13 Force Majeure
- Parties shall not be held to fulfil any of their obligations if they are hindered to do so due to a circumstance through no fault of their own and which cannot be attributed to them by virtue of law, a legal action or generally accepted practice.
- In addition to the provisions of the law and the judge-made law in this respect, force majeure shall in the present general terms and conditions furthermore be understood to be any external circumstance, be it envisaged or not, on which VAT and More cannot have any influence but which prevents VAT and More from fulfilling his obligations. Industrial action at VAT and More ‘s company shall also be understood to be a circumstance of force majeure.
- VAT and More shall also be entitled to invoke force majeure if the circumstance rendering (further) fulfilment of the obligation(s) impossible, commences after the point in time on which VAT and More should have fulfilled his obligation.
- Throughout the duration of the circumstances of force majeure, parties shall be entitled to suspend the fulfilment of their obligations. If this period lasts for More than two months, either of the parties shall be entitled to dissolve the agreement without any obligation to pay the opposite party damages.
- Insofar VAT and More has already partially fulfilled his obligations resulting from the agreement at the moment the circumstance of force majeure commenced or shall be able to fulfil them and insofar separate value can be attributed to the part already fulfilled or still to be fulfilled respectively, VAT and More shall be entitled to submit a separate statement of expenses of the part already fulfilled or still to be fulfilled respectively. The Client shall be held to pay this statement of expenses as if it were a separate agreement.
Article 14 Confidentiality
- Both parties shall be bound to secrecy of all confidential information they have received within the scope of their agreement from each other or from another source.
- VAT and More is obliged to observe secrecy with regard to details and information provided by or on behalf of the Client towards third parties that are not involved in the realisation of the assignment. This obligation does not apply insofar as VAT and More has a legal or professional duty to disclosure, including the obligation to report arising from the Disclosure of Unusual Transactions Act (Wet melding ongebruikelijke transacties) and other Dutch or international legislation with a comparable purport, or insofar as the Client has released VAT and More from the obligation of confidentiality. This provision does not prevent confidential consultation between colleagues within the organisation of VAT and More , insofar VAT and More deems such consultation necessary for the meticulous realisation of the assignment or to precisely satisfy legal or professional obligation. VAT and More shall not be held to pay damages or compensation and the opposite party shall not be entitled to demand the dissolution of the agreement on the ground of any damage resulting from said circumstance.
- In the event VAT and More is acting on behalf of itself in disciplinary, civil or criminal proceedings, it shall be entitled to use the data and information supplied by or on behalf of the Client as well as other data and information which have come to VAT and More ’s notice in the course of the assignment, provided such use may be of interest according to the reasonable judgment of VAT and More .
- Without prior permission by VAT and More , the Client shall not disclose or make available to third parties in any other way advice, opinions or other statements made by VAT and More , whether or not in writing, unless such action arises directly from the contract or is effected to obtain an expert opinion on the work performed by VAT and More , the Client has a legal or professional obligation to disclose the data concerned or is acting on behalf of itself in disciplinary, civil or criminal proceedings.
- Information shall be considered to be confidential if the other party has indicated so or if the confidential character results from the nature of the information.
Article 15 Intellectual Property and Copyrights
- Without prejudice to the other stipulations of the present general terms and conditions, VAT and More shall reserve the rights and authorities to which VAT and More is entitled under the Copyright Act.
- All documents, such as reports, advice, agreements, designs, sketches, drawings, software, etc., provided by VAT and More , shall be destined to be used by the Client exclusively and must not be reproduced, made public or brought to the notice of third parties by the Client without prior consent from VAT and More , unless the nature of the documents provided dictates otherwise
- VAT and More shall reserve the right to use the knowledge gained due to the execution of the work for other purposes, in so far no confidential information shall be brought to the notice of third parties when doing so.
Article 16 Complaints
- VAT and More must be informed in writing of any complaints concerning work performed or fees charged within thirty (30) days of the date of dispatch of the documents or information on which such complaints are based or, in case the Client shall prove that it could not reasonably have discovered the shortcoming earlier, within thirty (30) days after discovery thereof, failing which the Client shall forfeit any and all claims relating thereto.
- A complaint shall not entitle the Client to suspend its payment obligations, unless VAT and More has informed the Client that it considers the complaint to be justified.
- In the event of a justified complaint VAT and More shall have the right, at its own discretion, either to adapt the fees charged, rectify the shortcoming free of charge, repeat the assignment concerned, or cancel the performance of the assignment partly or in full against a proportional refund of fees paid by the Client.
Article 17 Disputes, choice of law
- The Court in VAT and More ‘s place of business shall have exclusive jurisdiction to hear actions, unless the District Court is the competent Court. VAT and More shall nevertheless be entitled to submit the dispute to the Court deemed competent by the law.
- Parties shall only refer the matter to the court if they have done their utmost to solve the dispute in mutual consultations.
- Any and all claims relating to compensation of damages suffered shall be submitted to VAT and More no later than twelve (12) months after the Client has discovered such damage, failing which the right to claim compensation shall Lapse.
- Dutch law shall apply to each and every agreement between VAT and More and the Client.