Article 1 – General
- The terms under the general terms and conditions have the following meaning:
- The Client: the other party contracting with TaxModel under a contract as defined under article 2;
- The Contractor: TaxModel International (statutory name: TaxModel In-House B.V.), hereinafter referred to as “TaxModel”, having its registered office in ‘s-Hertogenbosch, the Netherlands.
- TaxModel is a private limited liability company.
- All engagements shall be accepted and performed exclusively by or under the supervision of TaxModel’s professionals.
- The clauses in these general terms and conditions have also been stipulated on behalf of all persons employed by or working for TaxModel.
Article 2: Applicability
- These general terms and conditions shall apply to (1) all contracts of engagement under which TaxModel is obliged to perform activities; (2) all contracts arising therefrom and/or relating thereto between the Client and TaxModel or their respective legal successors; and (3) all offers and/or proposals made by TaxModel.
- Clauses which deviate from these terms and conditions shall only apply if and to the extent that these have been expressly confirmed in writing by TaxModel to the Client.
- If any clause in these general terms and conditions or in the contract is or is declared invalid, the remainder of the contract shall remain unimpaired to the largest possible extent and the invalid clause shall be replaced forthwith in consultation between the parties by a clause which reflects the objective of the original clause as closely as possible.
Article 3: Data and information
8.TaxModel shall only be obliged to perform or continue to perform the engagement if the Client has suppliedTaxModel with all requested data and information in the indicated form and manner and paid fees and expenses on time upon invoicing. Any additional cost incurred due to the failure of the Client to supply the requested data or information or to supply the same promptly and properly shall be borne by the Client.
9. The Client shall inform TaxModel forthwith of any facts and circumstances which may be of importance with regard to the performance of the engagement.
10. The Client warrants the accuracy, completeness, and reliability of the data and information supplied by the Client or on its behalf to TaxModel.
Article 4: Performance of the engagement
11. TaxModel shall determine how and by which person(s) the engagement shall be performed, taking into account any wishes expressed by the Client as much as possible.
12. TaxModel shall carry out the work to the best of its ability and with due professional care. TaxModel does not, however, guarantee the achievement of any intended results.
13. The engagement shall be performed subject to the rules of professional conduct of the Dutch Association of Tax Advisors. The Client shall respect any and all obligations arising out of such professional rules for TaxModel and all persons employed by or working with TaxModel.
14. The Client shall not be entitled to cancel the contract if and when an agreed deadline is exceeded unless (1) TaxModel also fails to perform its contractual obligations within a reasonable period notified in writing after the original date of completion; (2) it is evident that the performance of the contract will be permanently impossible.
Article 5: Intellectual property rights
15. TaxModel shall be entitled to any and all intellectual property rights developed or used by TaxModel during the performance of the engagement, including advice, opinions, working methods, contracts, systems, system designs, transfer pricing tools, economic analyses, computer programs, unless third parties explicitly are entitled to such intellectual property rights. This provision does not affect the right of the client to use, rely on, and implement within its organization advice, etc. rendered by TaxModel.
16. Without the express prior written permission of TaxModel, the Client shall not reproduce, disclose or exploit such intellectual property or a recording thereof on any data carrier, either alone or in conjunction with or through third parties, without the prejudice of the provisions in article 6.
Article 6: Confidentiality
17. TaxModel shall not disclose data and information supplied by or on behalf of the Client to third parties who are not involved in the performance of the engagement. This obligation shall not apply insofar as TaxModel has a legal or professional obligation to disclose such information or if the Client has released TaxModel – partly or wholly- from its duty of confidentiality.
18. In the event TaxModel 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 TaxModel’s notice in the course of the engagement, provided such use could, in its reasonable judgment, be of importance.
19. Without the explicit prior written permission of TaxModel, the Client shall not disclose or make available to third parties in any other way advice, opinions, or other statements made by TaxModel, whether or not in writing, unless (1) such action arises directly from the contract or is effected to obtain an expert opinion on the work performed by TaxModel, (2) the Client has a legal or professional obligation to disclose the information concerned or is acting on behalf of itself in disciplinary, civil or criminal proceedings.
Article 7: Fee and expenses
20. The Client shall pay to TaxModel the fees for support services as per the Customer Order in this Service Agreement and reimburse expenses incurred. Expenses include out-of-pocket expenses. Fees are invoiced pro rata on a monthly basis and expenses on a when incurred basis.
Article 8: Payment
21. Payment shall be made in Euros by deposit or transfer to the bank account stated on the invoice, without any deduction, discount, or set-off, within thirty (30) days of the invoice date.
22. If the Client fails to pay within the above-mentioned terms specified, TaxModel shall be entitled, after having reminded the Client at least once, without further notice of default or prejudice to the other rights of TaxModel, to charge the Client statutory interest from the due date until the date of payment in full and to suspend the performance of its obligations until the invoice or invoices are paid.
23. All extra-legal costs incurred by TaxModel in connection with the collection of any amounts owed by the Client shall be borne by the Client.
Article 9: Complaints
24. TaxModel must be informed in writing of any complaints concerning work performed or fees charged within sixty (60) 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 sixty (60) days after discovery thereof, failing which the Client shall forfeit any and all claims relating thereto.
25. A complaint shall not entitle the Client to suspend its payment obligations.
26. In the event of a justified complaint, TaxModel shall have the right, at its own discretion, either to adapt the fees charged, rectify the shortcoming free of charge, redo the engagement concerned, or cancel the performance of the engagement partly or in full against a proportional refund of the fee already paid by the Client.
Article 10: Liability
27. TaxModel shall be liable to the Client for any shortcoming in the performance of the engagement insofar as such a shortcoming implies a failure to exercise the due care and expertise which may be expected with regard to the performance of the engagement.
However, TaxModel shall in no event be liable for:
- Damage suffered by the Client or third parties resulting from inaccurate or incomplete data or information supplied by the Client to TaxModel or from other acts or omissions by the Client;
- Damage suffered by the Client or third parties as a result of acts or omissions of auxiliary persons and/or professionals engaged by TaxModel (not including TaxModel’s employees), even in case such persons and/or professionals are employed by any organization affiliated with TaxModel;
- Indirect, special or consequential damage suffered by the Client or third parties.
28. The exclusions from liability set forth in the above article shall not apply if the damage is caused by gross negligence or wilful misconduct on the part of TaxModel.
29. TaxModel’s liability for a shortcoming in the performance of the engagement or for torts committed shall be limited to the amount of fees (exclusive of VAT and out-of-pocket expenses) paid and/or owed by the Client to TaxModel pursuant to Article 7 in respect of the work to which the loss-causing occurrence relates or is connected, subject to a maximum of twenty-five thousand Euros (EUR 25,000).
30. Any and all claims for damages shall be submitted to TaxModel by 3 months after the Client has discovered or could reasonably have discovered such damage, failing which the right to claim compensation shall lapse.
31. The Client shall indemnify TaxModel against all claims from third parties, including but not limited to shareholders, directors, supervisory directors, and employees of the Client as well as affiliated legal entities and companies and others involved in the organization of the Client, arising from or in connection with the work performed by TaxModel for the Client unless such claims are due to gross negligence or willful misconduct on the part of TaxModel.
Article 11: Limitation period
32. Unless these general terms and conditions provide otherwise, any and all claims of the Client against TaxModel in connection with the performance of the engagement by TaxModel, regardless of their nature, shall expire one year after the date the Client has become aware or could reasonably have been aware of the existence of such claims.
Article 12: Choice of law, disputes
33. All contracts between the Client and TaxModel shall be governed exclusively by Dutch law.
34. Disputes which do not fall within the jurisdiction of the lower court shall be submitted to the competent court in the place in which the registered office of TaxModel in the Netherlands is situated.
35. Notwithstanding the provisions in the above article, the Client and TaxModel may choose a different manner of dispute settlement.
Article 13: Other
- Client shall provide proof of its identity to TaxModel in accordance with the Dutch Act on Avoidance of Money Laundering and Terrorism Financing.
- TaxModel may transfer claims for payment of invoices to other group companies within the TaxModel Group or to third parties.
Last modified: June 2023