Article 1 – General
- The terms under the general terms and conditions have the following meaning:
The Client: the other party contracting with TaxModel In-House B.V. under a contract as
defined under article 2;
- The Contractor: TaxModel In-House B.V., having its registered office in ‘s-
Hertogenbosch, the Netherlands.
All engagements shall be accepted and performed exclusively by or under the supervision by Hank Moonen.
Article 2 – Applicability
- These general terms and conditions shall apply to (1) all contracts of engagement under
which TaxModel In-House B.V. is obliged to perform activities; (2) all contracts arising
there from and/or relating thereto between the Client and TaxModel In-House B.V. or
their respective legal successors; and (3) all offers and/or proposals made by TaxModel
- Clauses, which depart from these terms and conditions, shall only apply if and to the
extent that TaxModel In-House B.V. has expressly confirmed these in writing.
- 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 extent possible 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
- TaxModel In-House B.V. shall only be obliged to perform or continue to perform the
engagement if the Client has supplied TaxModel In-House B.V. with all requested data and information in the indicated form and manner. 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.
- The Client shall inform TaxModel In-House B.V. forthwith of any facts and circumstances which may be of importance with regard to the performance of the engagement.
- The Client warrants the accuracy, completeness and reliability of the data and
information supplied by the Client or on its behalf to TaxModel In-House B.V.
Article 4 – Performance of the engagement
- TaxModel In-House B.V. shall determine how the engagement shall be performed, taking into account any wishes expressed by the Client as much as possible.
- TaxModel In-House B.V. shall carry out the work to the best of its ability and with due
professional care. TaxModel In-House B.V. does not, however, guarantee the
achievement of any intended results.
- Dates by which work must be completed shall only be regarded as deadlines whose nonobservance constitutes default, in case explicitly agreed in writing.
- The Client shall not be entitled to rescind the contract if and when an agreed deadline is exceeded, unless (1) TaxModel In-House B.V. 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
- TaxModel In-House B.V. shall be entitled to any and all intellectual property rights
developed or used by TaxModel In-House B.V. 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 In-House B.V.
- Without the express prior written permission of TaxModel In-House B.V., 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
- TaxModel In-House B.V. shall not disclose data and information supplied by or on behalf of the Client (the “Confidential Information”) to third parties who are not involved in the performance of the engagement. TaxModel In-House B.V. shall use the Confidential Information solely for the purpose of the engagement.
- This confidentiality obligation shall not apply insofar as TaxModel In-House B.V. has a
legal or professional obligation to disclose such information, provided that immediately upon any such obligation arising, TaxModel In-House B.V. shall inform the Client thereof and shall take all reasonable steps to co-operate with the Client and its advisers in taking any action which the Client and its advisers consider necessary to protect their interests. In any event, TaxModel In-House B.V. shall notify the Client of such obligation and TaxModel In-House B.V. shall disclose only that portion of the Confidential Information which is strictly required to be disclosed and TaxModel In-House B.V. will endeavour to ensure that the persons to whom it is disclosed continue to observe its confidentiality. TaxModel In-House B.V. shall not disclose the existence of the engagement with the Client, its terms and conditions or any arrangement in connection therewith.
- This confidentiality obligation shall not apply if the Client has released TaxModel In-
House B.V. – partly or wholly – from its duty of confidentiality.
- Without the explicit prior written permission of TaxModel In-House B.V., the Client shall not disclose or make available to third parties in any other way advice, opinions or other statements made by TaxModel In-House B.V., 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 In-House B.V., or (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
- The Client shall pay to TaxModel In-House B.V. a fee and reimburse expenses incurred
in accordance with TaxModel In-House B.V.’s usual rates, methods of calculation and
working processes unless explicitly agreed otherwise with the Client in writing. Expenses include out-of-pocket expenses, including an Office Administration Costs Charge.
Article 8 – Payment
- Payment shall be made in Euros by deposit or transfer to the bank account stated on the fee note, without any deduction, discount or set-off, within fourteen (15) days of the fee note date.
- If the Client fails to pay within the above mentioned terms specified, TaxModel In-House B.V. shall be entitled, after having reminded the Client at least once, without further notice of default or prejudice to the other rights of TaxModel In-House B.V., to charge the Client statutory interest from the due date until the date of payment in full.
All extrajudicial costs incurred by TaxModel In-House B.V. in connection with the
collection of any amounts owed by the Client shall be borne by the Client.
- All costs incurred by TaxModel In-House B.V. 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 TaxModel In-House B.V. is ordered to pay the legal costs as losing party.
- TaxModel In-House B.V. reserves the right to request the Client to effect full or partial
payment in advance and/or to provide security – even during the performance of an
engagement, if the financial position or the payment behaviour of the Client in the opinion of TaxModel In-House B.V. so warrants – failing which TaxModel In-House B.V. shall be entitled to suspend the performance of its obligations.
Article 9 – Complaints
- TaxModel In-House B.V. 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.
- A complaint shall not entitle the Client to suspend its payment obligations, unless
TaxModel In-House B.V. has informed the Client that it considers the complaint to be
- In the event of a justified complaint, TaxModel In-House B.V. 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
- TaxModel In-House B.V. shall be liable to the Client for any shortcoming in the
performance of the engagement, insofar as such 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 In-House B.V. 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 In-House B.V. or from other acts or omissions by the Client;
- Indirect, special or consequential damage suffered by the Client or third parties.
- The exclusions from liability set forth in the above article shall not apply to the extent the damage is caused by gross negligence or wilful misconduct on the part of TaxModel In- House B.V..
- TaxModel In-House B.V.’s liability for a shortcoming in the performance of the engagement or for torts committed shall be limited to one times the fees (exclusive of VAT and out of pocket expenses) paid and/or owed by the Client to TaxModel In-House B.V. 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 (Euros 25,000).
- Any and all claims for damages shall be submitted to TaxModel In-House B.V. no later
than 3 months after the Client has discovered or could reasonably have discovered such damage, failing which the right to claim compensation shall lapse.
- The Client shall hold harmless and indemnify TaxModel In-House B.V. 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 In-House B.V. for the Client, unless such claims are due to gross negligence or wilful misconduct on the part of TaxModel In-House B.V.
Article 11 – Limitation period
- Unless these general terms and conditions provide otherwise, any and all claims of the Client against TaxModel In-House B.V. in connection with the performance of the
engagement by TaxModel In-House B.V., 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
- All contracts between the Client and TaxModel In-House B.V. shall be governed
exclusively by Dutch law.
- Disputes that 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-House B.V. in the Netherlands is situated.
- Notwithstanding the provisions in the above article, the Client and TaxModel In-House B.V. may choose a different manner of dispute settlement.
Article 13 – Other
- Client shall provide proof of its identity to TaxModel In-House B.V. in accordance with the Dutch Act on Identification in Connection with the Provision of Services1 and the scope of the Dutch Act on the Reporting of Unusual Transactions2.
1 Wet Identificatie bij Dienstverlening.
2 Wet Melding Ongebruikelijke Transacties