Article 1 – General
The terms under the general terms and conditions have the following meaning:
– The Client: the other party contracting with TaxModel International under a contract as defined under article 2;
– The Contractor: TaxModel International, 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
- all contracts of engagement under which TaxModel International is obliged to perform activities;
- all contracts arising there from and/or relating thereto between the Client and TaxModel International or their respective legal successors; and
- all offers and/or proposals made by TaxModel International Clauses, which depart from these terms and conditions, shall only apply if and to the extent that TaxModel International 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 International shall only be obliged to perform or continue to perform the engagement if the Client has supplied TaxModel International 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 International 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 International.
Article 4 – Performance Of The Engagement
TaxModel International shall determine how the engagement shall be performed, taking into account any wishes expressed by the Client as much as possible.
TaxModel International shall carry out the work to the best of its ability and with due professional care. TaxModel International 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
- TaxModel International also fails to perform its contractual obligations within a reasonable period notified in writing after the original date of completion;
- it is evident that the performance of the contract will be permanently impossible.
Article 5 – Intellectual Property Rights
TaxModel International shall be entitled to any and all intellectual property rights developed or used by TaxModel International 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 International.
Without the express prior written permission of TaxModel International, 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 International 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 International shall use the Confidential Information solely for the purpose of the engagement.
This confidentiality obligation shall not apply insofar as TaxModel International has a legal or professional obligation to disclose such information (e.g. DAC6 compliance), provided that immediately upon any such obligation arising, TaxModel International 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 International shall notify the Client of such obligation and TaxModel International shall disclose only that portion of the Confidential Information which is strictly required to be disclosed and TaxModel International will endeavour to ensure that the persons to whom it is disclosed continue to observe its confidentiality. TaxModel International 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 International – partly or wholly – from its duty of confidentiality.
Without the explicit prior written permission of TaxModel International, the Client shall not disclose or make available to third parties in any other way advice, opinions or other statements made by TaxModel International, 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 International, 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 International a fee and reimburse expenses incurred in accordance with TaxModel International’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 fifteen (15) days of the fee note date.
If the Client fails to pay within the above mentioned terms specified, TaxModel International shall be entitled, after having reminded the Client at least once, without further notice of default or prejudice to the other rights of TaxModel International, to charge the Client statutory interest from the due date until the date of payment in full.
All extrajudicial costs incurred by TaxModel International in connection with the collection of any amounts owed by the Client shall be borne by the Client.
All costs incurred by TaxModel International 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 International is ordered to pay the legal costs as losing party.
TaxModel International 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 International so warrants – failing which TaxModel International shall be entitled to suspend the performance of its obligations.
Article 9 – Complaints
TaxModel International 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 International has informed the Client that it considers the complaint to be justified.
In the event of a justified complaint, TaxModel International 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 International 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 International 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 International 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 International.
TaxModel International’s liability for a shortcoming in the performance of the engagement or for torts committed shall – to the extent permissible by law – be limited to the fees (exclusive of VAT and out of pocket expenses) paid and/or owed by the Client to TaxModel International 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), again to the extent permissible by law.
Any and all claims for damages shall be submitted to TaxModel International 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 International 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 International for the Client, unless such claims are due to gross negligence or wilful misconduct on the part of TaxModel International.
Article 11 – Limitation Period
Unless these general terms and conditions provide otherwise, any and all claims of the Client against TaxModel International in connection with the performance of the engagement by TaxModel International, 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 International. 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 International in the Netherlands is situated.
Notwithstanding the provisions in the above article, the Client and TaxModel International may choose a different manner of dispute settlement.
Article 13 – Other
Client shall provide proof of its identity to TaxModel International in accordance with the Dutch Act on Identification in Connection with the Provision of Services and the scope of the Dutch Act on the Reporting of Unusual Transactions1:
1 Wet ter voorkoming van witwassen en financieren van terrorisme (WWFT)
In Witness whereof, the parties have executed this Agreement as of the date first written above.
5211 AP ‘s-Hertogenbosch
+ 31 (0) 73 800 00 30