terms and conditions

b applicability

1. These general terms and conditions apply to: all offers, quotations, orders, legal relationships and agreements, by whatever name, whereby the Contractor undertakes/will undertake to carry out Work for the Client, as well as to all Work arising therefrom for the Contractor.
2. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) agreement or order confirmation.
3. In the event that these general terms and conditions and the order confirmation contain conflicting conditions, the conditions included in the order confirmation will apply with regard to the conflict.
4. The applicability of the Client’s general terms and conditions is expressly rejected by the Contractor.
5. The underlying Assignment/Agreement – together with these general terms and conditions – represent the complete agreements between the Client and the Contractor with regard to the Work for which the Agreement has been concluded. All previous agreements made or proposals made between the parties in this regard will lapse.
6. The Client with whom 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.
7. If one or more provisions of these general terms and conditions are void or annulled, the other provisions of these general terms and conditions remain fully applicable. If any provision of these general terms and conditions or of the Agreement is not legally valid, the parties will negotiate the content of a new provision, which provision will come as close as possible to the content of the original provision.
8. Provisions in the Agreement or these general terms and conditions that expressly or by their nature must remain in force after expiry or termination of the Agreement, including Articles G, I, J, L, P and R paragraph 2.

c commencement and duration of the Agreement

1. Each Agreement is only concluded and commences when the order confirmation signed by the Client is returned and signed by the Contractor. The confirmation is based on the information provided by the Client to the Contractor at the time. The confirmation is deemed to accurately and completely reflect the Agreement.
2. The parties are free to prove the conclusion of the Agreement by other means.
3. Each Agreement is entered into for an indefinite period unless the nature, content or scope of the assignment granted indicates that it has been entered into for a specific period of time.

d data Client

1. The Client is obliged to make available to the Contractor in a timely manner, in the desired form and in the desired manner, all information and Documents that the Contractor, in its opinion, requires for the correct execution of the Agreement. This should include the documents that the Contractor claims to need in the context of establishing the identity of the Client.
   The Client must provide the Contractor with the information necessary to establish its identity prior to the performance of the Agreement.
2. The Contractor has the right to suspend the execution of the Agreement until the Client has fulfilled the obligation referred to in the previous paragraph.
3. The Client is obliged to inform the Contractor immediately about facts and circumstances that may be important in connection with the execution of the Agreement.
4. The Client guarantees the accuracy, completeness and reliability of the data and documents made available to the Contractor by or on behalf of him, even if they come from third parties. The Contractor is not liable for damage of any nature whatsoever resulting from the incorrect and/or incomplete information provided by the Client to the Contractor.
5. The additional costs and additional fees resulting from the delay in the execution of the Agreement, caused by failure to provide the requested data, not to do so on time or not to provide it properly, will be borne by the Client.
6. If and insofar as the Client so requests, the documents made available will be returned to him, subject to the provisions under O. The Client shall bear the costs for this return of documents.

he execution of the Agreement

1 The Contractor determines the manner in which and by which person(s) the Agreement is executed. Where possible, the Contractor will take account of timely and responsible instructions provided by the Principal with regard to the performance of the Agreement.
2 The Contractor will perform the Work to the best of his ability and as a conscientious professional.  However, the Contractor cannot guarantee that any intended result will be achieved.
3 The Contractor is entitled to have certain Work performed by a person or third party to be designated by the Contractor, without notification to and explicit permission from the Principal, if the Contractor believes that this is desirable. The costs of this person or third party to be designated will be charged to the Principal.
4 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 Client will respect the obligations arising from these rules of conduct and professional rules and pursuant to the law for the Contractor or for those working at or for the Contractor.
5 If during the term of the Agreement Work is performed for the Client’s profession or company which does not fall under the Work to which the Agreement relates, this Work will be deemed to have been performed on the basis of separate Agreements.
6 Any deadlines set out in the Agreement within which the Work must be performed, are approximate only and do not count as deadlines. Exceeding such a deadline will therefore not constitute an attributable shortcoming on the part of the Contractor and consequently will not constitute a ground for terminating the Agreement. Deadlines by which the Work must be completed are only to be regarded as strict deadlines if this has been agreed explicitly and in so many words between the Principal and the Contractor .
7 The performance of the Agreement is not – unless explicitly stated otherwise in writing – specifically aimed at detecting fraud.
If the work results in indications of fraud, the Contractor will report this to the Principal. The Contractor is thereby bound by the applicable laws and regulations and the regulations and guidelines issued by the various professional organizations.

f confidentiality and exclusivity

1 The Contractor is obliged to maintain confidentiality towards third parties who are not involved in the execution of the Agreement. This confidentiality concerns all information of a confidential nature made available to him by the Client and the results obtained by processing it . This confidentiality does not apply insofar as statutory or professional regulations, including but not limited to the duty to report arising from the Money Laundering and Terrorist Financing (Prevention) Act and other national or international regulations of similar purport, impose an obligation on the Contractor to disclose, or insofar as the Client has released the Contractor from the duty of confidentiality. This provision also does not prevent confidential collegial consultation within the Contractor’s organization, insofar as the Contractor deems this necessary for a careful performance of the Agreement or for careful compliance with legal or professional obligations.
2 The Contractor is entitled to use the numerical results obtained after processing, provided that these results cannot be traced back to individual Clients, for statistical or comparative purposes.
3 The Contractor is not entitled to use the information made available to it by the Principal for any purpose other than for which it was obtained, except as provided in paragraph 2, and in the event that the Contractor acts for itself in disciplinary, civil, administrative or criminal proceedings, in which these documents may be of importance. If the Contractor is accused of having committed or participated in an offense or crime , it shall be entitled to disclose Documents of the Client to the Inspector of Taxes or to the court, if disclosure is necessary in the context of the Contractor’s defense.
4 Except with the Contractor’s explicit prior written consent, the Principal is not permitted to disclose or otherwise make available to third parties the contents of advice, opinions or other statements made by the Contractor, whether or not in writing.  except insofar as this arises directly from the Agreement, is done to obtain an expert opinion on the Contractor’s Work in question, or insofar as the Principal has a statutory or professional obligation to disclose, or the Principal is acting on its own behalf in disciplinary, civil or criminal proceedings.
5 Upon violation of the prohibition contained in the previous 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.

g intellectual property

1 The intellectual property rights to all that the Contractor uses and/or makes available in connection with the performance of the Agreement are vested in the Contractor or its licensors. Nothing in the Agreement or these Terms and Conditions serves to transfer rights
of intellectual property, unless expressly provided otherwise in writing.
2  The Principal is explicitly forbidden from supplying, reproducing, publishing or exploiting to third parties all that which is the intellectual property of the Contractor, including but not limited to computer programs, system designs, working methods, advice, (model) contracts and other intellectual products, all this in the broadest sense of the word, whether or not with the involvement of third parties.
3 The Contractor may grant the Principal a right of use in respect of software, etc. This right of use always ends at the moment that the Agreement ends, unless otherwise agreed. After termination of the right of use, the Principal must cease and desist from using the software, etc. The Client must remove any software from its systems.
4 The Contractor is entitled to take technical measures to protect its rights (of intellectual property) or those of its licensors, . The Principal is explicitly prohibited from removing or evading these measures.
5 The Principal is not permitted to make (tools of) these products available to third parties, other than to obtain an expert opinion about the Contractor’s Work. The Client will, in that case, impose its obligations under this article on the third parties engaged by it.
6 In the event that the provisions set out in paragraphs 2, 3, 4 and/or 5 are violated, the Client will owe the Contractor an immediately payable penalty in the amount of €25,000, without prejudice to the Contractor’s right to claim compensation.

h force majeure

1 If the Contractor cannot fulfill his obligations under the Agreement, or cannot fulfill them on time or properly, as a result of a cause not attributable to him, including but not limited to illness of employees, breakdowns in the computer network and other stagnation in the normal course of business within his company, those obligations will be suspended until the time the Contractor is still able to fulfill them in the agreed manner.
2 The Client has the right, in the event that the situation referred to in the first paragraph occurs, to terminate the Agreement in full or in part and with immediate effect in writing, without the right to any compensation.
3 To the extent that the Contractor has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfill them, the Contractor will be entitled to charge separately for the part already fulfilled or to be fulfilled respectively . The Client is obliged to pay this invoice as if it were a separate Agreement.

i fee

1 The Contractor is entitled to suspend the performance of his Work prior to the commencement of the Work and in the interim until the Principal has paid an advance for the Work to be performed, to be reasonably determined by the Contractor, or has provided security for this. An advance paid by the Principal will in principle be offset against the final invoice.
2 The Contractor’s fee does not depend on the outcome of the Work performed, unless agreed otherwise in writing .
3 The Contractor’s fee may consist of a predetermined amount per Agreement and/or may be calculated on the basis of rates per unit of time worked by the Contractor and is payable as and when the Contractor performs Work for the Principal. Travel and accommodation costs will be charged separately.
4 If a fixed amount per Agreement has been agreed, the Contractor is entitled to charge in addition a rate per unit of time worked if and to the extent that the Work exceeds the Work provided for in the Agreement, which the Principal will then also owe.
5 If after the establishment of the Agreement, but before the order has been fully executed, wages and / or prices change, Contractor is entitled to adjust the agreed rate accordingly, unless Client and Contractor have made other agreements in this regard.
6 The Contractor’s fee, if necessary increased by disbursements and invoices from third parties called in, including any turnover tax due , will be charged to the Client on a monthly, quarterly, annual or post completion basis.

j payment

1 Payment of the invoice amount by the Client shall be made within the agreed terms, but in no case later than 14 days from the invoice date, in Euro, at the office of the Contractor or by means of deposits in favor of a bank account to be designated by the Contractor and, to the extent that the payment relates to work, without any right to discount or set-off.
 2 If Principal has not paid within the period specified in paragraph 1, or has not paid within the further agreed period, he will be in default by operation of law from and Contractor will be entitled, without any further summons or notice of default being required, to charge Principal the statutory (commercial) interest on the invoiced amount from the due date until the day of payment in full, all this without prejudice to Contractor’s further rights.
3 All costs incurred as a result of judicial or extrajudicial collection of the claim shall be borne by the Client, including to the extent that these costs exceed the court order for costs of litigation. This concerns at least the costs of the principal sum in accordance with the Decree for reimbursement of extrajudicial collection costs of 1 July 2012 (Staatsblad 2012/141), with a minimum of € 40.
4 The Contractor shall be entitled to have the payments made by the Principal go first of all to reduce the costs as referred to in paragraph 3, then to reduce the interest that has fallen due and finally to reduce the principal sums due that have been outstanding the longest and the current interest.
5 If, in the opinion of the Contractor, the Principal’s financial position or payment record gives cause to do so, the Contractor is entitled to require the Principal to provide (additional) security in a form to be determined by the Contractor. If the Principal fails to provide the requested security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend the further performance of the Agreement and all that the Principal owes the Contractor on whatever account will be immediately due and payable.
6 In the event of the Client’s liquidation, bankruptcy, or suspension of payments, any claims against the Client will be immediately due and payable.
7 In the event of a jointly granted assignment, the Clients, insofar as the Work has been performed for the joint Clients, are jointly and severally liable for the payment of the invoice amount, the interest(s) and costs owed.

k complaints

1 Complaints relating to the work performed and/or the invoice amount must be made known to the Contractor in writing within 8 days of the date of dispatch of the documents or information about which the Client is complaining, or within 8 days of the discovery of the defect, if the Client proves that he could not reasonably have discovered the defect earlier, specifying precisely the nature and ground of the complaint.
2 Complaints as referred to in the first paragraph shall not suspend the Client’s payment obligation, except insofar as the Contractor has notified that it considers the complaint to be justified.
3 The Contractor must be enabled to investigate the Client’s complaint.
 4 In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or redoing the rejected Work free of charge, or not (or no longer) performing the assignment in whole or in part against a proportional refund of fees already paid by the Client.
5 If the complaint is not filed in a timely manner, all rights of the Client in connection with the complaint will lapse.

l liability and indemnity

1 The Contractor is liable to the Client only for damage that is the direct result of a (related series of) attributable failure(s) in the performance of the Agreement. This liability is limited to the amount paid out for the case in question according to the Contractor’s liability insurer, plus any excess to be borne by the Contractor General Terms and Conditions Baat accountants & adviseurs Version April 2018 Page 4 of 5 under the insurance policy. If, for whatever reason, the liability insurer does not pay out, the Contractor’s liability will be limited to the amount of the fee charged for the performance of the Agreement. If the Agreement is a continuing performance agreement with a term of more than one year, the amount referred to above will be set at
twice the amount of the fee charged to the Client in the twelve months preceding the occurrence of the damage. In no event shall the total compensation for damages under this article exceed €300,000, per event, where a series of related events shall be considered a single event, unless – in view of the scope of the assignment or the risks associated with the assignment – the parties see reason to deviate from this maximum when entering into the Agreement.
2 The Contractor is not liable for: except in the case of intent or gross negligence on the part of the Contractor:
– damage suffered by the Client or third parties as a result of the provision of incorrect, incomplete or untimely Documents,
data or information by Client to Contractor, or otherwise results from an act or omission by Client, including the situation where the Contractor is unable to file the financial statements with the Chamber of Commerce within the statutory time limit. Commerce as a result of an act or omission (on the part) of the Client;
– damage incurred by the Client or third parties as a result of an act or omission by auxiliary persons engaged by the Contractor (not including employees of the Contractor), even if they are employed by an organization affiliated with the Contractor;
– business, indirect or consequential damage incurred by the Client or third parties, including but not limited to stagnation in the regular course of business in the Client’s company.
3 A further condition for liability is that Principal notifies Contractor immediately upon discovery of a defect in writing in and Contractor shall at all times be entitled, if and to the extent possible, to undo or limit Principal’s loss by repairing or improving the defective product.
4 The Contractor is not liable for damage to or loss of Documents during transport or mailing, regardless of whether the transport or mailing is carried out by or on behalf of the Client, the Contractor or third parties. During the execution of the Order, Client and Contractor may communicate with each other by electronic means. The Principal and the Contractor shall not be liable to each other for any loss or damage suffered by one or both of them as a result of the use of electronic means of
communication, including – but not limited to – loss or damage resulting from non-delivery or delay in delivery of electronic communications by third parties or by software/equipment used for transmission, receipt or processing of electronic communications, transmission of viruses and the non-functioning or improper functioning of the telecommunications network or other means required for electronic communications, except insofar as damage is the result of intent or gross negligence. Both Client and Contractor shall do or refrain from doing everything that may reasonably be expected of each of them to prevent the occurrence of the aforementioned risks. The data extracts from the computer systems of the Sender constitute compelling evidence of (the contents of) the electronic communication sent by the Sender until the moment that evidence to the contrary is produced by the recipient.
5 The Principal shall indemnify the Contractor against all claims by third parties, including shareholders, directors, supervisory directors and staff of the Principal, as well as affiliated legal entities and enterprises and others involved in the organization of the Principal, which are directly or indirectly related to the performance of the Agreement. In particular, the Principal shall indemnify
the Contractor against third-party claims for damage caused by the fact that the Principal provided the Contractor with incorrect or incomplete information, unless the Principal is able to demonstrate that the damage is not related to culpable acts or omissions on its part, or is caused by intent or gross negligence on the part of the Contractor. The foregoing shall not apply to instructions for examination of the annual accounts, as referred to in Section 393 of Book 2 of the Dutch Civil Code.
6 The Client shall indemnify the Contractor against all possible claims by third parties in the event that the Contractor is forced on the basis of the law and/or its professional rules to hand back the assignment and/or is forced to cooperate with government agencies, which are entitled to receive, solicited or unsolicited, information which the Contractor has received from the Client or third parties in the performance of the assignment.
7 All limitations regarding the Contractor’s liability included in this article apply in full to the actual performer(s) who perform Work for the Client. Actual performers may also invoke these provisions against the Client.

m expiry period

Insofar as these general terms and conditions do not provide otherwise, rights of action and other powers of the Client towards the Contractor on whatever grounds in connection with the performance of Work by the Contractor will lapse in any case after one year from the moment on which the Client became aware or could reasonably have become aware of the existence of these rights and powers. This period does not concern the possibility of submitting a complaint to the appropriate body/bodies for the handling of complaints and/or the Council for Disputes.

n cancellation

1 The Client and the Contractor can terminate the Agreement at any time with immediate effect by giving notice. If the Agreement ends before the assignment is completed, the provisions under I. second and third paragraphs apply and in any case the fee for the work performed and the costs incurred by the Contractor must be reimbursed.
2 Notice of termination must be given to the other party in writing.
3 If and to the extent that the Contractor terminates the Agreement by giving notice, he is obliged to inform the Client of the reasons underlying the termination and to do everything that the circumstances demand in the interest of the Client.

o right of suspension

The Contractor has the right to suspend the fulfillment of all its obligations, including the delivery of documents or other items to the Client or third parties, until all due claims on the Client have been paid in full. The Contractor may refuse the obligation to deliver Documents only after careful consideration of interests.

p applicable law and choice of forum

1 All Agreements between the Client and the Contractor to which these general terms and conditions apply are governed by Dutch law.
2 All disputes relating to Agreements between the Client and the Contractor to which these general terms and conditions apply shall be settled by the competent court in the district in which the Contractor is domiciled.
3 In deviation from the provisions of paragraph 2, the Client and the Contractor may opt for a different method of dispute resolution.

q electronic communication and electronic filing of financial statements

1 During the execution of the Assignment, the Client and the Contractor can communicate with each other by electronic means and/or use electronic storage (such as cloud applications). Except as otherwise agreed in writing, parties may assume that transmission of properly addressed faxes, e-mails (including e-mails sent via the Internet) and voicemail messages whether or not they contain confidential information or documents relating to the Assignment are mutually accepted . The same applies to other means of communication used or accepted by the other party.
2 Client and Contractor are not liable to each other for any damage that may result to one or each of them as a result of the use of electronic means of communication, networks, applications, electronic storage, or other systems including – but not
limited to – damage resulting from non-delivery or delay in delivery of electronic communications, omissions, distortion, interception or manipulation of electronic communications by third parties or by software/equipment used for transmission receipt or processing of electronic communications, transmission of viruses and the non-functioning or improper functioning of the telecommunications network or other means required for electronic communications, except insofar as the damage results from intent or gross negligence. The foregoing also applies to the Contractor’s use thereof in its dealings with third parties.
3 In addition to the previous paragraph, the Contractor accepts no liability for any damage caused by or in connection with the electronic sending of (electronic) annual accounts and their digital filing with the Chamber of Commerce.
4 Both the Client and the Contractor will do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.
5 The data extracts from the sender’s computer systems provide compelling evidence of (the content of) the electronic communication sent by sender until rebuttal evidence is provided by the recipient.
6 The provisions of Article L apply accordingly.

r other provisions

1 If the Contractor carries out work at the Client’s location, the Client will provide a suitable workplace that complies with the statutory occupational health and safety standards and other applicable regulations regarding working conditions. The Principal must ensure that the Contractor is provided with office space and other facilities which, in the opinion of the Contractor, are necessary or useful for the performance of the Agreement and which meet all the (statutory) requirements to be imposed on them. With regard to made available (computer) facilities, the Principal is obliged to ensure continuity by means of, among other things, adequate backup, security and virus control procedures.
2 The Client will 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 on behalf of the Client, whether or not in employment, during the term of the Agreement or any extension thereof and for 12 months thereafter.
3 If any provision of these general terms and conditions or of the underlying Agreement should be wholly or partly void and/or not valid and/or not enforceable as a result of any statutory regulation, judicial decision or otherwise, this will have no effect whatsoever on the validity of all the other provisions of these general terms and conditions or the underlying Agreement.
4 If a provision of these General Terms and Conditions or the underlying Assignment/Agreement should not be valid for a reason referred to in the preceding paragraph, but would be valid if it had a more limited scope or purport, then this provision shall – in the first instance – automatically apply with the most far-reaching or extensive more limited scope or purport with which or in which it is valid.
5 Without prejudice to the provisions of paragraph 4, the parties may, if they so desire, enter into consultations with a view to adopting new provisions to replace the void or null and void provisions. destroyed provisions to be agreed upon. This will be done as closely as possible with the purpose and scope of the void or annulled provisions.

Version April 2018