OVER ONS

Terms and Conditions

Taxperience Interim Solutions B.V.

These General Terms and Conditions are used by the private company Taxperience Interim Solutions B.V., with its registered office at 's-Hertogenbosch and place of business at 's-Hertogenbosch and Amsterdam, as well as by persons and legal entities it appoints. These General Terms and Conditions are filed at the Registry of the District Court of 's-Hertogenbosch and can also be consulted on www.taxperience-interimsolutions.nl .

Article 1. Definitions

In these terms and conditions, the terms below have the following meaning:

TIS: the private company Taxperience Interim Solutions B.V., its legal successors and/or the persons and legal entities it appoints.

Client: any person or legal entity granting an assignment to TIS.

Article 2. Applicability

  1. These terms and conditions apply to all assignments given to TIS.
  2. Assignments are only accepted by TIS, even if it is the explicit or tacit intention that an assignment is carried out by a certain person. Contrary to Sections 404, 407(2) and 409 of Book 7 of the Dutch Civil Code, the interim tax consultants and other persons who work for or on behalf of TIS, whether or not in employment, are not personally bound or liable, not even if the assignment is extended with a view to a certain person.
  3. Without prejudice to the foregoing these conditions are also stipulated on behalf of any third party, who whether or not in employment, is engaged for the performance of an assignment or who is or may be liable in relation to it.
  4. The applicability of any purchase or other terms and conditions of a Client is explicitly rejected.
  5. If one or more of the provisions of these general terms and conditions is void or annulled, the remaining provisions of these terms and conditions will remain in full force. Parties are then required to replace the void or annulled provision in mutual consultation in a way that does justice insofar as possible to the intention of the void or annulled provision.
  6. These general terms and conditions are available in both Dutch and English. In the event of a difference in interpretation between both versions, the Dutch text is decisive.
  7. Derogations from, or additions to these general terms and conditions or an agreement which they apply to can only be agreed in writing.

Article 3. Assignments

  1. The Client guarantees that he will provide all data and documents, on request or otherwise, to TIS of which he knows or reasonably can assume that they may be important for the performance of the assignment. The Client guarantees the accuracy and authenticity of the data and documents provided by or on his behalf.
  2. The Client accepts that on the acceptance and in the performance of its assignments TIS will observe the applicable law and legislation, such as the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft).
  3. TIS is always authorised and entitled to charge the whole or partial performance of the assignment to third parties. TIS is authorised to accept on the Client's behalf conditions which are stipulated in the relationship between it and the third party.
  4. TIS only accepts obligations to use best endeavours and never obligations of result.
  5. The terms indicated by TIS for delivery are not deadlines. Exceeding them does not result in a claim for damages.
  6. The copyright with regard to all works made by TIS remains its property at all times. At all times TIS is entitled to state its name on or to the works it has made.
  7. Performance of assignments is only carried out on behalf of the Client. Except with TIS' explicit written permission other persons besides the Client may not rely on the result of the work carried out for the Client or the performance of it and cannot derive any rights from it.
  8. The Client, except with TIS' written permission, is prohibited during the term of the assignment, as well as for a period of 24 months after the end of the assignment, to have the interim tax consultant carry out work directly or indirectly, independently or in employment or in any other way, other than pursuant to an agreement entered into by TIS and the Client. Client within the meaning of this provision will also mean a group company of the Client within the meaning of Section 24b of Book 2 of the Dutch Civil Code. In the event of a breach of this prohibition, the Client forfeits an immediately payable fine, without notice of default, to TIS in the amount equivalent to the fee accruing to the interim tax consultant concerned for sixty days at the rates applicable at the time of the breach.

Article 4. Rates and payment

  1. Unless explicitly otherwise agreed in writing, the fee accruing to TIS will be determined by the number of hours spent on performing the assignment multiplied by the applicable hourly rate or a daily fee established beforehand. The hourly rate/daily fee depends on the experience of the interim professional used and the nature and importance of the assignment. The hourly rates/daily fees will be adjusted regularly, usually each calendar year.
  2. The rates listed in quotes and assignment confirmations, unless explicitly stated otherwise, are in euros, do not include VAT, travel and accommodation and other expenses.
  3. At all times TIS is entitled to charge advance payments and/or request security for the payment of its claims and to suspend the fulfilment of its obligations until the Client has remitted the advance payments charged or furnished the requested security. If the Client defaults on this advance payment or security TIS is entitled to cancel the agreement. If damage ensues for TIS from this suspension and/or cancellation, the Client must reimburse it.
  4. TIS will generally charge any payments accruing to it on a monthly basis in arrears to the Client.
  5. Payments must be made within fourteen days of the invoice date, failing which the Client is in default by operation of law. The Client is not authorised to suspend or set off.
  6. The claim to payment of all amounts owed to TIS is due on demand if and as soon as the Client is in default vis-à-vis TIS, if and insofar as the control over the Client changes due to a management board change, share transfer or otherwise, as well as if the Client ceases his business wholly or partly, or disposes of it in any other way, is declared bankrupt, applies for moratorium of payments, the statutory debt management scheme (WSNP) is declared applicable to him, an application for a guardianship order has been filed, his goods have been attached, as well as if administration is appointed over his assets or he has otherwise partly or fully lost the management over and/or power to dispose of his assets, and further if the Client, if it is a general partnership or private company, is in liquidation or is wound up.

Article 5. Complaints

  1. Complaints in respect of invoices must be submitted to TIS in writing, stating reasons, within fourteen days of the invoice date, failing which the rights of the Client in this respect will lapse.
  2. All other rights alleged by the Client due to failure by TIS to comply with its obligations must be lodged in writing with TIS within two months after the Client discovers the failure or should reasonably have discovered it, failing which the Client's rights in this matter will lapse.

Article 6. Liability

  1. Without prejudice to the other exonerations set out in these general terms and conditions any liability of TIS vis-à-vis the Client for imputable failure, unlawful act or any other cause is limited to the amount paid out by TIS' liability insurer in that respect plus the amount of the excess. TIS is insured in accordance with the amounts and conditions customary in the sector. A copy of the policy will be made available on request.
  2. If TIS' liability insurance in any specific case for any reason does not cover a claim, or the damage in question is not covered by the insurance, TIS' liability is limited to at most the amount charged to the Client by TIS for the assignment in question during the last twelve calendar months in which the assignment in question was worked on.
  3. TIS will never be liable for loss of profits, consequential or indirect damage of loss.
  4. Without prejudice to the provisions of article 5 of these general terms and conditions on complaints, any claim for damages against TIS will lapse, except those which have been acknowledged by TIS, due to the mere passing of six months after the Client has discovered the damage or should reasonably have discovered the damage.
  5. Without prejudice to the exonerations set out in these general terms and conditions TIS is not liable for damage or loss:

a. caused by third parties involved in the performance of an assignment unless this third party was engaged for the assignment by TIS and the Client demonstrates that TIS did not act carefully in its selection of the third party;

b.  which is the result of incorrect or incomplete information provided to TIS unless the inaccuracy or incompletion should have been clear to TIS and TIS neglected to inform the Client of the inaccuracy or incompleteness;

c.  caused by damage or loss of information during the transmission of information;

d.  which arises because third parties gain unauthorised access to information on the assignment or Client;

e.  which is not reported in writing within two months after the Client discovered he damage or should reasonably have discovered it;

  1. The Client indemnifies TIS against claims by third parties due to damage caused in the performance of an assignment for the Client, in which respect TIS, pursuant to the provisions of this article 6, is not liable.
  2. Without prejudice to the foregoing, liability-limiting, excluding or establishing conditions, which can be enforced by third parties against TIS can also be enforced by TIS against the Client. If and insofar as TIS in the performance of the assignment has used third parties, the Client cannot enforce more rights vis-à-vis TIS than TIS can enforce vis-à-vis the third parties.

Article 7. Client's liability

1.      The Client is liable vis-à-vis third parties as meant in Sections 170 and 171 of Book 6 of the Dutch Civil Code. Without prejudice to the foregoing the Client is liable vis-à-vis the interim tax consultant and third parties for the damage suffered by the interim tax consultant in and/or during performance of his work for the Client, or damage caused to third parties. In this respect, the Client will indemnify TIS against claims by the interim tax consultant and third parties. The Client will be properly insured and remain properly insured for this liability.

2.     Without prejudice to the foregoing, the Client guarantees that the physical workplace and other employment conditions for the interim tax consultant are reliable, suitable and safe, and satisfy all conditions set by law and authorised bodies.

Article 8. Applicable law and competent court

  1. Dutch law applies to all agreements that these general terms and conditions apply to, as well as any disputes that ensue from them.
  2. At TIS' discretion disputes will be presented to the court having jurisdiction in the district of 's-Hertogenbosch or Amsterdam, unless TIS chooses to initiate proceedings before the court of the Client's place of residence.