Art. 1 Scope |
| 1.1 |
The following terms and conditions apply to all proposals made by, orders given to and agreements made with AIDON International Business Services B.V., hereafter to be referred to as "the company", with regard to the performance of professional work. |
| 1.2 |
The client can only appeal to terms and conditions other than these and/or his own terms and conditions in case those terms and conditions have explicitly been accepted by the company in writing. |
| 1.3 |
The client with whom the company has entered into an agreement once before on the basis of these terms and conditions, will be expected to agree to the application of these terms and conditions for work of a repetitive nature and for agreements made with the company at a later date. |
| 1.4 |
The work as mentioned in article 1.1 includes, but is not limited to, maintaining business administrations, salary administrations, preparing and filing tax returns, preparing (non-audited) annual financial statements, providing fiscal and administrative advice, providing general advice in the field of management, personnel affairs, legal structures, company liquidations as well as translation work and providing advice in the most general sense of the word. |
Art. 2 Orders and agreements |
| 2.1 |
All offers and proposals made by the company are fully free of engagement. |
| 2.2 |
Orders, and adjustments to orders, can be given by the client both verbally and in writing. |
| 2.3 |
Written orders by the clients will have to be accompanied by a clear description of the work to be performed. Verbal orders will be confirmed by the company. |
| 2.4 |
Orders, and adjustments to orders, are only binding for the company if they have been accepted by the company in writing. |
| 2.5 |
The company reserves the right to perform and charge more work than indicated in the written order or in the written order confirmation if this work is in the client's interest and/or important for the proper performance of the order. The client will be informed regarding the performance of this additional work as soon as possible. |
| 2.6 |
The client will have to ensure that orders are given on time, which will have to be clearly evident from the written order or the notes kept by the company. |
| 2.7 |
The company will not be responsible for non-timely performance of orders if this is caused by the client. |
| 2.8 |
Orders of a repetitive nature are considered to remain valid unless they are withdrawn by the client in writing by registered mail, and in compliance with article 3. |
| 2.9 |
Complaints with regard to work performed will have to be filed by the client within 14 days after the performance of the work concerned. |
| 2.10 |
The client will ensure that all data which the company deems necessary for the proper performance of the order given will be at the disposal of the company in the desired form. |
| 2.11 |
The company is entitled to postpone performance of the work until the moment that the client has complied with the obligation as mentioned in article 2.10. |
| 2.12 |
The company is bound to perform the order given to her carefully as befit a good supplier. |
| 2.13 |
The company will determine the way in which she thinks the order should be performed. The company is obliged, if so requested, to inform the client beforehand with regard to the way in which the order will be performed, unless this contravenes with the nature of the order. |
| 2.14 |
The company is entitled to subcontract the order, or part of it, to a third party not employed by her if, in her opinion, this will be conductive to the proper or efficient performance of the order. |
Art. 3 Duration of the order |
| 3.1 |
Orders to set up, maintain and/or keep an administration as well as (other) orders which require that regularly repetitive similar or other work will have to be performed, are considered to have been given for an indefinite period of time. |
| 3.2 |
All other orders than those given for an indefinite period of time will end by their finalisation or the moment determined by both parties or custom. |
| 3.3 |
Both parties may cancel the order given for an indefinite period of time by giving notice in compliance with articles 3.1, 3.2, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 3.10. Judicial intervention is not required. |
| 3.4 |
On cancelling an order given for an indefinite period of time, both parties will have to keep a term of notice of at least three (3) months. |
| 3.5 |
Orders for the compilation of annual accounts, completion of the corporate income tax return or individual income tax return will be considered to have been given for the current bookyear as well as all following bookyears. Cancellation of an order for the compilation of annual accounts, completion of the corporate income tax return or individual income tax return by any of the parties, can exclusively be effected by registered mail at least three (3) months before the start of the relevant bookyear. |
| 3.6 |
An agreement for taking care of the salary administration will be entered into for an indefinite period of time and can exclusively be terminated by any of the parties by registered mail before October 1 of the current calendar year effective as per January 1 of the following calender year. |
| 3.7 |
All other orders than those given for an indefinite period of time may not be cancelled by the client. |
| 3.8 |
If the client does not timely or sufficiently meet any commitments described in these terms and conditions or otherwise originating from the agreement, she will be legally in default without the necessity of serving notice. In that case, as also if the client has become in a state of bankruptcy, institutes insolvency proceedings, ceases company activities or gives the company the impression not to act with good business sense, the company has the right to cancel the non-cancellable order as well as the order to which a term of notice applies without observance of such. The client will be liable for all damages to be suffered by the company in consequence of such cancellation. |
| 3.9 |
If a party cancels an order for which a term of notice will apply, the cancellation will have to be made in writing for the cancelling party to appeal to this. |
| 3.10 |
This article leaves impeded the rights of cancellation as assigned to the company in these terms and conditions. |
Art. 4 Costs for services |
| 4.1 |
The costs for services are calculated by means of the declaration factor hours (time spent) multiplied by the applicable standard hourly rate which varies with the education and experience of the employee involved, possibly increased with disbursements made. |
| 4.2 |
Unless agreed or originating from the agreement otherwise, the costs for services are as much as possible invoiced through specified invoices in the month during which the work was performed or the following month or any moment in time after that on which the company wishes to invoice. |
| 4.3 |
Travelling time is fully charged. |
| 4.4 |
Disbursements (out-of-pocket expenses) made by the company will be charged to the client. These costs include, amongst others, the costs for materials used, rents, declarations from third parties involved and, for example, transportation costs. Increase of prices for materials, rents, costs of third parties hired and transportation, etc., will be charged to the client. |
| 4.5 |
The company reserves the right work after advance payment or to issue interim invoices under certain circumstances or for one-time assignments exceeding € 500. |
Art. 5 Payment / complaints |
| 5.1 |
The invoices will have to be paid within fourteen days after invoice date. |
| 5.2 |
If the client does not pay the invoice amount as owed by him on time, he will be indebted to the company for interest as per the date as from which he will be in default in accordance with the contents of the previous article for the period during which he remains to fail to meet his commitments and is in default. The interest indebted will be the legally valid interest. |
| 5.3 |
If the client is in default with a payment indebted by him to the company, all other outstanding receivables by the company from the client will be payable at call, without any notice being required. From that day of maturity the client will be indebted to the company for interest on the amount payable as per the terms of the previous article. |
| 5.4 |
The client gives up the right for compensation. |
| 5.5 |
If the clients disagrees with the invoice amount, he will have to submit his complaints in writing with the company within 14 days after invoice date under penalty of the dissolution of the right to claim or complain. |
| 5.6 |
A complaint with regard to certain work does not defer the client's liability to pay with regard to that or other work. |
| 5.7 |
In case of a justified complaint the company may choose between adjustment of the invoice amount, adjustment or re-performance of the rejected work or entire or partial cancellation of the relevant agreement. This last by means of simple notification to the client without judicial intervention being required and possibly against pro rata restitution of the amount already paid by the client for the relevant work. The company is not liable for any damages suffered by the client in consequence of the rejected work or cancellation of the agreement. |
| 5.8 |
All legal and non-legal costs relating to the collection of any receivable from the client will be for his account. The legal costs will be considered to amount to at least 15% of the amount receivable with a minimum of € 250. |
| 5.9 |
The company has the right to request the client to provide sufficient surety for the fulfilment of the payment liability and to postpone the performance or further performance of the work in the agreement until the required surety has been provided, without being liable for any consequential damages. |
| 5.10 |
The company has the right to postpone the supply of material which she holds on behalf of the client in relation to the performance of any order, until her invoices for any order have been paid, without being liable for any consequential damages. |
Art. 6 Power of attorney |
| 6.1 |
For the duration of the order, the client authorises the company unconditionally, with the right for subrogation, to act and sign on his behalf with regard to returns and rulings of the Tax Inspectorate, social securities, levies and retributions. |
Art. 7 Industrial and intellectual property |
| 7.1 |
During and after the performance of the order, all rights of industrial or intellectual nature with regard to computer programs, system designs, methods, advice, etc., coming from or used by the company will become and will remain explicitly and exclusively the property of the company, this regardless of the client's or any third party's share in the realisation of the computer programs, system designs, methods, advice, etc. The execution of these rights, including publication or transfer of data, will be reserved explicitly and exclusively for the company. |
Art. 8 Storage of data |
| 8.1 |
The company is obliged to ensure careful storage of the data coming from the client for the duration of the relevant work. Unless proven otherwise the company is considered to have met this requirement. |
| 8.2 |
The risk of damage to or loss of data stored with the company or a third party is explicitly for the client. |
| 8.3 |
The risk of damage to or loss of data during transport or mailing will always be for the client regardless of the fact whether the transport or mailing was done by or through the client, the company or a third party. |
| 8.4 |
The client will indemnify the company from any claims by third parties relating to the damage to or loss of data as mentioned in the previous articles. |
Art. 9 Force majeure |
| 9.1 |
Unforeseen circumstances of whatever nature, as also mobilisation, war and danger of war, allocation or other government measures, strike, delay in transport, fire, non, not timely or not properly meeting of requirements by third parties on whom the company depends for the performance of the order, for whatever reason in consequence of which the company cannot perform the order in time, at all or, in her opinion, without having to perform extra exertion and/or make extra costs, will be considered to be force majeure for the company.
In case of force majeure the company has the right to, fully or partially, cancel the agreement with the client, such by means of simple notification to the client, without any judicial intervention being required, and without any liability for the company to compensate the client for damages suffered by this cancellation. |
Art. 10 Liability |
| 10.1 |
If the company will be liable with regard to the client, for whatever reason, for any damages suffered by the client, this liability will under all circumstances be limited to an amount equal to the amount invoiced or to be invoiced to the client by the company for the specific work concerned in the bookyear during which the damage occurred. The company's fee will only be considered in the calculation of the liability for as far this relates to the work in consequence of which or in relation to which the damages have occurred. |
Art. 11 Disputes and applicable law |
| 11.1 |
With regard to all disputes relating to proposals, offers, orders and agreements which are controlled by these terms and conditions the Judge of the place of residence of the company will be authorised unless the subject of the dispute belongs to the compentence of the Cantonal Judge. |
| 11.2 |
Dutch Law applies to all offers, proposals, orders to and agreements with the company and all disputes arising from all offers, proposals, orders to and agreements with the company. |
