1.1       In these General Terms and Conditions, the following definitions shall apply:

(a) Client: the party placing the order;

b) Contractor: Loorbach Financiële Diensten B.V. established in, Amsterdam being a Private Limited Company.

(c) Assignment or Agreement: the assignment agreement, whereby the Contractor undertakes vis-à-vis the Client to perform certain activities within the usual field of activity of the tax consultant.Such activities include all activities for which instructions have been given and all further activities that may result from the assignment or that are related to it, including, but not limited to:

• Advising on issues of tax law,
• Providing tax returns,
• Acting as agent in tax request, objection and appeal proceedings, including appeal and cassation appeal proceedings
• Conducting all or part of accounting operations,
• Preparation of financial statements and other financial statements, such as financial statements, annual reports and credit reports,
• all the foregoing in the broadest sense of the word and in any case including the work as stated in the order confirmation.

1.2    All Engagements shall be accepted and performed exclusively by the Contractor, setting aside Sections 7:404 and 7:407(2) of the Dutch Civil Code, regardless of whether the Client has expressly or tacitly granted the Engagement with a view to its performance by a specific person or specific persons.

1.3    All clauses in these General Conditions are also made for the benefit of all those who are and/or were working for the Contractor in the context of the execution of the Order, including personnel and auxiliaries of Contractor and third parties, including directors, partners, mates and subordinates of Contractor. They may claim against the client on this.

2.1    These General Terms and Conditions apply to all Assignments or Agreements between the Client and the Contractor or their legal successors, respectively, as well as to all resulting and/or related agreements, and to all offers and/or quotations made by the Contractor.

2.2    The applicability of General Terms and Conditions of the Client is expressly rejected by the Contractor.

2.3    Stipulations deviating from these terms and conditions shall be effective only if and to the extent Contractor has expressly confirmed them to Client in writing. Unless expressly agreed otherwise in writing, such deviations from or additions to the General Terms and Conditions shall apply only to the agreement in question.

2.4    If any stipulation, forming part of these General Terms and Conditions or of the agreement, should be null and void or nullified, the agreement shall otherwise remain in force as far as possible and the stipulation in question shall be replaced without delay by a stipulation that approaches the purport of the original stipulation as closely as possible.

3.1       The Agreement is established when the order confirmation signed by the Contractor and Client is received in return by the Contractor. The order confirmation is based on the information provided by Client to Contractor at the time thereof. The order confirmation is deemed to accurately and completely reflect the Agreement.

3.2    If the Assignment is given verbally, or if the order confirmation has not (yet) been signed and returned, the Assignment is deemed to have been concluded under the applicability of these General Terms and Conditions at the moment that the Contractor has commenced the execution of the Assignment at the Client’s request.

4.1     Client is required to provide all data and information requested by Contractor, as well as data and information which Client can reasonably know that Contractor needs for the correct execution of the Assignment, (a) timely and (b) in the form and (c) provided in the manner requested by Contractor.

4.2    Client guarantees the accuracy, completeness, reliability and legitimacy of the data and information provided by or on behalf of it to Contractor, even if they are provided through third parties or originate from third parties, unless the nature of the Assignment dictates otherwise.

4.3    Client is required to inform Contractor without delay of facts and circumstances that may be relevant in connection with the execution of the Assignment.

4.4    Contractor has the right to suspend the execution of the Assignment until the moment Client has fulfilled the obligations mentioned in the first, second and third paragraphs.

4.5    Extra costs, extra hours, as well as the other damage for the Contractor, caused by the Principal’s failure to comply with the obligations mentioned in the first, second or third paragraph, shall be at the Principal’s expense and risk.

4.6    Upon Client’s first request, Contractor shall return to Client the original documents provided by Client.

4.7       Client is responsible for proper compliance with applicable laws and regulations regarding the protection of personal data, including providing and making available to Contractor personal data relating to its personnel, clients or third parties, even if they originate from third parties or are provided by third parties on its behalf. Contractor cannot be held liable in connection with non-compliance or improper compliance by Client.

5.1    The Contractor shall determine the manner in which and by which person(s) the Assignment is to be performed, but in doing so shall observe the wishes expressed by the Client to the extent possible.

5.2    If the Contractor wishes to engage third parties in the performance of the Assignment on behalf of the Client, it shall only do so with the Client’s approval.

5.3    The Contractor shall perform the work to the best of his ability and as a diligent professional; however, the Contractor cannot guarantee the achievement of any intended result.

5.4    The Engagement shall be performed in compliance with the applicable (professional) regulations and what is required by or under the law. Client shall cooperate fully and at all times with Contractor’s obligations hereunder.

5.5    Client is aware that under the Money Laundering and Terrorist Financing Prevention Act (Wwft), Contractor:

1. (a) may be required to make an inquiry into the identity of Client and/or client;
2. (b) may be required to report certain transactions to authorities established by the government for that purpose.

5.6    (Professional) regulations shall in any case mean the Professional Practice Regulations of the Register Belastingadviseurs.

5.7    The Contractor excludes any liability for damages resulting from the Contractor’s compliance with the laws and (professional) regulations applicable to him.

5.8    The Contractor shall maintain a work file relating to the Assignment containing copies of relevant documents, which shall be the property of the Contractor.

5.9    During the execution of the Order, the Client and the Contractor will be able to communicate with each other by electronic mail at the request of either of them. Client and Contractor are not liable to each other for damages resulting from the use of electronic mail. Both Client and Contractor will do everything that can reasonably be expected to prevent risks such as spreading viruses and distortion.

5.10  In case of doubt as to the content and/or transmission of electronic mail, the data extracts from the Contractor’s computer systems shall be decisive.

6.1    Deadlines by which work must be completed shall be deadlines only if agreed in writing.

6.2    If the Client owes an advance payment or is required to provide data and information necessary for the execution of the Assignment, the period within which the work must be completed shall not commence until payment has been received in full by the Contractor or the data and information have been made available to the Contractor in full, respectively.

6.3    Unless it has been established that performance is permanently impossible, the contract may not be dissolved by the Client on account of failure to meet a deadline until after the Client, after the agreed deadline has passed, has given the Contractor a reasonable period in which to still perform the order (in full) and the Contractor still fails to perform the order (in full) within the period given.

7.1    The Agreement is entered into for an indefinite period, unless it follows from the content, nature or scope of the Order granted that it was entered into for a definite period.

7.2    The Client and the Contractor may terminate the Agreement (prematurely) at any time subject to 3 days’ notice, unless reasonableness and fairness dictate against termination or termination on such notice. Termination must be communicated to the other party with written notice.

7.3    The Agreement may be terminated (prematurely) by registered letter by both the Contractor and the Client without observance of a notice period in the event that the other party is unable to pay its debts or if a receiver, administrator or liquidator is appointed, the other party undergoes debt restructuring, or for any other reason ceases its activities or if the other party considers the occurrence of any of the aforementioned circumstances on the part of the one party to be reasonably plausible or if a situation has arisen that justifies immediate termination in the interest of the terminating party.

7.4    In all cases of (premature) dissolution, the Contractor retains the right to payment of the invoices for work performed by it up to that time, whereby the Contractor will make available to the Client, subject to reservation, the provisional results of the work performed up to that time upon receipt of payment.

7.5    If the (premature) termination is effected by the Principal, the Contractor will be entitled to compensation for the capacity utilization loss incurred on his side and which can be made plausible, as well as for additional costs which the Contractor has reasonably had to incur or will have to incur as a result of the premature termination of the Agreement (such as, inter alia, costs relating to any subcontracting), unless the termination is based on facts and circumstances attributable to the Contractor.

7.6    If (premature) termination has been effected by Contractor, Client is entitled to assistance from Contractor in transferring work to third parties, unless facts and circumstances underlying such termination are attributable to Client.

7.7    To the extent that the transfer of the work involves additional costs for the Contractor, these will be charged to the Client.

7.8    Upon termination of the Agreement, each party shall promptly deliver to the other party all goods, items and documents in its possession that are owned by the other party.

8.1    All rights relating to products of the mind developed or used by Contractor in the execution of the order, including advice, working methods, (model) contracts, systems, system designs and computer programs, shall accrue to Contractor, insofar as they do not already belong to third parties.

8.2    Without prejudice to the provisions of Article 9.4, and subject to the express prior written consent of Contractor, Client shall not be permitted to reproduce, disclose or exploit the products of the mind or the recording thereof on data carriers, whether or not together with or through the engagement of third parties.

9.1    Contractor is obliged to keep the data and information provided by or on behalf of Client confidential from third parties not involved in the execution of the order. This obligation shall not apply to the extent that the Contractor is subject to a statutory or professional duty of disclosure, including obligations arising from the Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and other national or international regulations of similar effect, or to the extent that the Client has released the Contractor from the duty of confidentiality. This confidentiality obligation also covers the results obtained by processing provided data.

9.2    The first paragraph does not prevent confidential collegial consultation within the Contractor’s organization, insofar as the Contractor deems this necessary for careful execution of the assignment or for careful fulfillment of a legal or professional obligation.

9.3    The Contractor shall, if he acts for himself in disciplinary, civil, arbitration, administrative or criminal proceedings, be entitled to use the data and information of which he has become aware in the performance of the assignment insofar as, in his reasonable judgment, they may be of importance.

9.4    Subject to the Contractor’s express prior written consent, the Client shall not be permitted to disclose or otherwise make available to third parties the contents of any advice, opinions or other statements made by the Contractor, whether in writing or otherwise, except to the extent that such disclosure arises directly from the Agreement, is made for the purpose of obtaining an expert opinion regarding the Contractor’s work in question, or if the Client has a statutory or professional duty to disclose, or if the Client is acting on its own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings.

9.5    The Contractor is entitled to mention the Client’s name and outline the work performed to (commercial) relations of the Contractor as an indication of the Contractor’s experience.

9.6    The Contractor is entitled to use the numerical results obtained after processing for statistical or similar purposes, provided that such results cannot be traced back to individual clients.

9.7    With the exception of the provisions of the preceding paragraphs, the Contractor shall not be entitled to use the information made available to it by the Client for any purpose other than that for which it was obtained.

10.1  In the context of an assignment granted by Client to Contractor or in the context of fulfilling legal obligations incumbent on Contractor, Contractor may process personal data concerning Client and/or persons affiliated with or working for/for Client.

10.2  In connection with the optimization of its services to Client as well as in connection with being able to approach Client and/or persons working at/for Client with information and with services of Contractor and third parties, Contractor may process personal data.

10.3  Processing of personal data by Contractor in the context of the activities as mentioned in the first and second paragraphs will take place in accordance with applicable laws and regulations in the field of personal data protection.

11.1  Client shall owe Contractor a fee as well as reimbursement for expenses incurred in accordance with Contractor’s usual rates, methods of calculation and working methods.

11.2  Contractor has the right to request an advance from Client.

11.3  If after the conclusion of the Agreement, but before the Assignment is fully executed, rate-determining factors such as, for example, wages and/or prices undergo a change, the Contractor is entitled to adjust the previously agreed rate accordingly.

11.4  All fees do not include sales tax and other levies imposed by the government.

12.1  Payment shall be made without any deduction, discount or set-off in Dutch currency by deposit or transfer to the bank account indicated on the invoice within fourteen days of the invoice date. The day of payment shall be the day the amount due is credited to Contractor’s account. Objections to the amount of the invoice do not suspend the Client’s payment obligation.

12.2  If the Client has not paid within the period mentioned in the first paragraph, or any other period agreed between the parties, the Client shall be in default by operation of law and the Contractor shall be entitled to charge statutory interest from that time.

12.3  If the Client has not paid within the period specified in the first paragraph, the Client shall be obliged to reimburse all extrajudicial and judicial (collection) costs incurred by the Contractor, including to the extent that such costs exceed any court order for costs of litigation, unless the Contractor is ordered to pay the costs as the losing party.

12.4  In the case of a jointly awarded Assignment, Clients, insofar as the Assignment was performed on behalf of the joint Clients, are jointly and severally liable for payment of the invoice amount and interest and costs due.

12.5  The Contractor reserves the right – even during the execution of an order, if the financial position or payment behavior of the Client, in the opinion of the Contractor, gives cause to do so – to demand from the Client full or partial payment in advance and/or the provision of security, failing which the Contractor is entitled to suspend the fulfillment of its obligations.

13.1  A claim relating to work performed or the invoice amount must, at the risk of forfeiting all claims, be made in writing to Octrooibureau Novopatent within 30 days of the date of dispatch of the documents or information about which the Client is complaining, or, if the Client proves that it could not reasonably have discovered the defect earlier, within 30 days of the discovery of the defect.

13.2  A complaint does not suspend the Client’s payment obligation, except to the extent that the Contractor has notified the Client that it considers the complaint to be justified.

13.3  In the event of a justified complaint, the Contractor shall have the choice between adjusting the fee charged, improving or redoing the work in question free of charge, or not (or no longer) performing the assignment in whole or in part against a proportionate refund of fees already paid by the Client.

14.1  Contractor undertakes, in accordance with the rules of the Professional Practice Regulations (RBU) of the Register Belastingadviseurs, to insure and keep insured against liability for damages resulting from the failure to perform Engagements, or the failure to perform them correctly, on time or in full. Contractor is obliged to provide a copy of the policy conditions of this insurance to be sent to the client.

14.2  Liability for compensation for damages suffered shall be limited to the amount actually paid under the insurance policy referred to in paragraph 1, plus the amount of the deductible. If, for whatever reason, through no fault or fault of the Contractor, no payment should be made under the insurance policy referred to in paragraph 1, any liability will be limited to twice the amount of the fee (excluding turnover tax) which the Client has paid and/or still owes the Contractor for the work to which the loss-causing event relates or with which it is connected, subject to a maximum of three hundred thousand euros (€300,000).

14.3  The limitation of liability mentioned in the preceding paragraph does not apply to the extent that the damage is the result of intent or gross negligence on the part of the Contractor.

14.4     However, the Contractor shall not be liable for:

1. (a) losses incurred by the Client or third parties resulting from the provision of incorrect or incomplete data or information by the Client to the Contractor or otherwise resulting from an act or omission by the Client;
2. b) damage incurred by the Client or third parties that is the result of an act or omission by auxiliary persons engaged by the Client or the Contractor (not including employees of the Contractor), even if they are employed by an organization affiliated with the Contractor;
3. (c) business, indirect or consequential damages incurred by Client or third parties.

14.5  A claim for compensation must be submitted to Contractor no later than twelve months after Client has discovered or reasonably could have discovered the damage, failing which the right to compensation shall lapse.

14.6  Client shall be obliged to indemnify and hold harmless Contractor against all claims by third parties – including shareholders, directors, supervisory directors and staff of Client as well as affiliated legal entities and companies and others involved in Client’s organization – arising from or related to Contractor’s work for Client, except insofar as such claims are the result of intent or gross negligence on the part of Contractor.

14.7     In particular, the Client shall indemnify the Contractor against claims by third parties for damage caused by the fact that the Client provided the Contractor with inaccurate or incomplete information, unless the Client proves that the damage is not related to culpable acts or omissions on its part, or was caused by intent or gross negligence on the part of the Contractor. Third party claims also include administrative fines imposed on the Contractor as a co-perpetrator of a tax default.

To the extent not otherwise provided for in these General Terms and Conditions, rights of action of Principal on any account whatsoever against Contractor in connection with the performance of work by Contractor shall in any case expire after one year from the time Principal became aware or could reasonably have become aware of the existence of these rights.

16.1  All agreements between Client and Contractor shall be governed exclusively by Dutch law.

16.2  Unless the parties expressly agree otherwise in writing, all disputes related to Agreements between Client and Contractor shall be submitted to the competent court in the place where Contractor is located.

16.3  Notwithstanding the preceding paragraph, the Client and the Contractor may choose a different method of dispute resolution

16.4  Client may file a complaint with the Disciplinary Board of the Register of Tax Advisers. If so, before considering the complaint, the Disciplinary Board will suggest that the parties reach a resolution of the dispute through mediation.

17.1     The Contractor is authorized to amend these General Terms and Conditions at any time.

17.2    Amendments will become binding on the Client only if the Contractor has notified the Client of the amendments to the General Terms and Conditions and fourteen days have elapsed from the date of such notification, without the Client giving the Contractor written notice of its disagreement with the amendments.