1 General
In these general terms and conditions, the following terms are understood to have the following meanings:
- Client: the party commissioning the engagement as stipulated in Article 2;
- Contractor: CLVN Tax & Financial Advisors B.V. (hereinafter “CLVN”).
2 Scope
2.1 These general terms and conditions are applicable to any provision of services to Client by CLVN and are part of all agreements for orders for work by CLVN, and of all resulting or related agreements concluded between Client and CLVN, as well as proposals made by CLVN.
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 CLVN, by a stipulation that addresses the meaning of the concerning stipulation.
3 Execution of the engagement
3.1 CLVN 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 CLVN only. The provisions of Article 7:404 and 7:407 section 2 of the Dutch Civil Code will not be applicable. CLVN 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, CLVN shall consult Client as much as possible in advance, and in any case exercise due care when selecting third parties. CLVN 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 CLVN 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 is obliged to inform CLVN immediately of any facts and circumstances that may be relevant for the execution of the engagement.
4.3 Any additional costs and extra fees due to delay in the execution of the engagement resulting from failure to make the requested information and documentation available, or to do so on time or in the proper fashion will be for account of Client.
5 Confidentiality
5.1 Except where a statutory obligation to disclose information is in effect, CLVN and/or the staff deployed by CLVN is liable to maintain confidentiality vis-à-vis third parties.
5.2 CLVN cannot use the information provided by Client for any purpose other than for which it was obtained without Client’s prior consent.
5.3 CLVN will impose its obligations by virtue of this Article on any third parties it may decide to involve.
5.4 Without the prior written permission of CLVN, Client is not permitted to share the advice, opinions, (model) contracts, design templates or other expressions of CLVN, or to make them otherwise available to third parties unless doing so issues directly from the agreement between Client and CLVN, 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.
6 Fee
6.1 The fee of CLVN is fixed for the duration of the contract, unless otherwise agreed.
6.2 The fee charged by CLVN is exclusive of expenses and invoices by third parties involved. When CLVN is requesting the services of third parties, Client will be consulted for prior approval of additional fees.
7 Payment
7.1 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 CLVN.
7.2. If payment is made in a currency other than stipulated in Article 7.1, CLVN retains the right to charge Client for any resulting additional expenses and/or loss.
7.2 If Client fails to pay within the period referred to in Article 7.1, CLVN 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 the other rights of CLVN.
7.3 All judicial and extrajudicial (collection) costs incurred within reason by CLVN as a result of Client’s failure to fulfill its payment obligations, are for account of Client.
8 Complaints
8.1 CLVN 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.
8.2 Complaints as referred to in the first paragraph do not exempt Client from its obligation to pay for services which have already been rendered.
8.3 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.
9 Liability
9.1 CLVN will carry out its work to the best of its ability, while exercising due care that may be expected of CLVN. If an error is made as a result of Client providing incorrect or incomplete information, CLVN is not liable for any resulting loss.
9.2 If Client proves that it suffered a loss due to an error by CLVN that could have been prevented if proper care had been taken, CLVN is liable for that loss up to a maximum amount of the fee CLVN has received for its work within the framework of the engagement, unless CLVN 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 the amount paid by a liability insurer of CLVN if applicable.
9.3 The limitation of liability laid down in this provision also applies to third parties CLVN involves in an engagement, who will accordingly be able to invoke this limitation of liability directly.
10 Terms of forfeiture
All rights of action and other rights enjoyed by Client for whatever reason vis-à-vis CLVN in relation of the execution of work by CLVN 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.
11 Applicable law and jurisdiction clause
11.1 All contracts between Client and CLVN, as well as third parties, are governed by Dutch law. Disputes shall be referred to the competent District Court of Amsterdam.
11.2 Contrary to the provision of the first paragraph, parties can mutually agree to refer disputes to an arbitration board.
12 Language
These general terms and conditions are drawn up in English only.
Filed with the Chamber of Commerce Amsterdam under number 815458253.