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General terms VAT PARTNERS B.V.

Article 1.

  1. VAT PARTNERS B.V. (hereinafter referred to as "VAT PARTNERS") conducts the tax advisory and tax return practice.
  2. The shareholders/partners of VAT PARTNERS are private limited liability companies.

Article 2.

  1. All assignments granted to VAT PARTNERS are exclusively accepted and carried out under the applicability of these General Terms and Conditions.
  2. Acceptance by or on behalf of VAT PARTNERS of a client's offer in which reference is made to general terms and conditions applied by the client will take place with the explicit rejection of these general terms and conditions.

Article 3.

  1. Regardless of by which of the professionals affiliated with VAT PARTNERS an assignment is accepted or carried out (whether or not in cooperation with others), VAT PARTNERS will be the sole contractor.
  2. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code do not apply to assignments accepted by or on behalf of VAT PARTNERS.

Article 4.

  1. The client is obliged to provide all data and information requested by VAT PARTNERS, as well as the data and information that the client can reasonably know that VAT PARTNERS needs for the correct execution of the assignment, a) in a timely manner and b) in the form desired by VAT PARTNERS and c) in the manner desired by VAT PARTNERS.
  2. The client guarantees the accuracy, completeness, reliability and lawfulness of the data and information provided by or on behalf of it to VAT PARTNERS, even if these are provided through third parties or originate from third parties, unless the nature of the assignment dictates otherwise.
  3. The client is obliged to inform VAT PARTNERS immediately of any facts and circumstances that may be of importance in connection with the execution of the assignment.
  4. VAT PARTNERS has the right to suspend the execution of the assignment until such time as the client has complied with the obligations mentioned in the first, second and third paragraphs.
  5. Extra costs, extra hours, as well as any other loss incurred by VAT PARTNERS as a result of the client's failure to comply with the obligations mentioned in the first, second or third paragraphs will be at the expense and risk of the client.
  6. At the first request of the client, VAT PARTNERS will return the original documents provided by the client to the client.
  7. The client is responsible for correct compliance with the applicable laws and regulations in the field of the protection of personal data, including the provision and making available to VAT PARTNERS of personal data relating to its personnel, clients or third parties, even if these come from third parties or are provided by third parties on its instructions. VAT PARTNERS cannot be held liable in connection with non-compliance or incorrect compliance by the client.

Article 5.

  1. VAT PARTNERS determines the manner in which and by which person(s) the assignment will be performed, but will take into account the wishes expressed by the client as much as possible.
  2. VAT PARTNERS will perform the work to the best of its ability and as a careful professional. VAT PARTNERS cannot, however, guarantee the achievement of any intended result.
  3. The assignment will be performed with due observance of the applicable regulations and what is required by or pursuant to the law. The client shall always and fully cooperate with the obligations arising from this for VAT PARTNERS.
  4. The client is aware that VAT PARTNERS, pursuant to the Money Laundering and Terrorist Financing (Prevention) Act (Wwft):
    • may be obliged to conduct an investigation into the identity of the client and/or customer;
    • may be obliged to report certain transactions to the authorities set up by the government for that purpose.
  5. VAT PARTNERS excludes any liability for losses arising as a result of VAT PARTNERS' compliance with the legislation and (professional) regulations applicable to it.
  6. VAT PARTNERS will maintain an (electronic) work file with regard to the assignment, containing copies of relevant documents, which is the property of VAT PARTNERS.
  7. During the execution of the assignment, the client and VAT PARTNERS will be able to communicate with each other by electronic mail at the request of either of them. The client and VAT PARTNERS are not liable to each other for damage arising from the use of electronic mail. Both the client and VAT PARTNERS will do everything that may reasonably be expected to prevent risks such as the spreading of viruses and distortion.
  8. In case of doubt regarding the content and/or transmission of electronic mail, the data extracts from VAT PARTNERS' computer systems are decisive.

Article 6.

  1. Unless otherwise agreed, the fee will be calculated on the basis of the number of hours worked multiplied by the hourly rates to be determined annually by VAT PARTNERS.
  2. The work is in principle charged to the client on a monthly basis with a payment term of fifteen days, to be counted from the date of the invoice. In the event of late payment, VAT PARTNERS is entitled to charge the statutory interest.
  3. If the client, acting in the course of a business or profession, has not paid within the term referred to in the first paragraph, the client will be obliged to pay all extrajudicial and judicial (collection) costs incurred by VAT PARTNERS, also insofar as these costs exceed any court order for legal costs, unless VAT PARTNERS is ordered to pay the costs as the losing party.
  4. Expenses and/or disbursements paid by VAT PARTNERS on behalf of the client will be charged separately. All amounts are exclusive of VAT.

Article 7.

  1. VAT PARTNERS is only liable towards the client for a shortcoming in the execution of the order insofar as the shortcoming consists of a failure to observe the care and expertise that may be expected in the execution of the order.
  2. The liability of VAT PARTNERS for a shortcoming in the execution of the assignment as well as for a wrongful act caused by VAT PARTNERS is limited to three times the amount that the client has paid and/or still owes VAT PARTNERS as a fee (excluding turnover tax) in respect of the work to which the loss-causing event relates or with which it is connected, subject to a maximum of the amount that is paid out under the professional liability insurance policy in the case in question.
  3. The limitation of liability mentioned in the previous paragraph does not apply insofar as the damage is the result of intent or gross negligence on the part of VAT PARTNERS.
  4. However, VAT PARTNERS is not liable for:
    • losses incurred by the client or third parties that are the result of the provision of incorrect or incomplete data or information by the client to VAT PARTNERS or are otherwise the result of an act or omission by the client;
    • damage incurred by the client or third parties that is the result of acts or omissions of auxiliary persons who have been engaged by the client or VAT PARTNERS (not including VAT PARTNERS' employees), even if these persons are employed by an organisation affiliated with VAT PARTNERS;
    • business, indirect or consequential damage suffered by the customer or third parties.
  5. A claim for compensation for damages must be submitted to VAT PARTNERS no later than twelve months after the client has discovered or reasonably could have discovered the damages, in default of which the right to compensation for damages will lapse.
  6. The client is obliged to hold VAT PARTNERS harmless and indemnify it for all claims by third parties - including shareholders, directors, supervisory directors and personnel of the client as well as affiliated legal entities and companies and others involved in the organisation of the client - arising from or related to the work performed by VAT PARTNERS on behalf of the client, except insofar as these claims are the result of intent or gross negligence.

Article 8.

  1. VAT PARTNERS will, in the event that it engages service providers in the context of an assignment that are not employed within its organisation (hereinafter referred to as: "subcontractors"), exercise due care in the selection and, where necessary, consult in advance with the client.
  2. VAT PARTNERS is not liable for any errors or shortcomings of subcontractors it engages. Any assignment accepted by or on behalf of VAT PARTNERS implies the authority of VAT PARTNERS to accept general terms and conditions and/or liability limitations applied by subcontractors also on behalf of the client.

Article 9.

  1. Not only VAT PARTNERS, but also subcontractors engaged in the execution of any assignment may invoke these General Terms and Conditions.

Article 10.

  1. Unless any (inter)national statutory provision, regulation or other (professional) rule obliges VAT PARTNERS to disclose, or VAT PARTNERS or persons affiliated with or working for VAT PARTNERS act(s) on their own behalf in disciplinary, civil, administrative or criminal proceedings in which this information may be of importance, VAT PARTNERS and the employee(s) deployed by VAT PARTNERS will not disclose confidential information, including advice, declarations, correspondence and personal data, or provide this information to third parties.
    2. VAT PARTNERS is entitled to mention the name of the client and to give an outline of the work performed to VAT PARTNERS' (commercial) relations as an indication of VAT PARTNERS' experience, unless the client has indicated that it does not consider this desirable.

    Article 11.

    1. All stipulations in these General Terms and Conditions are also made for the benefit of the partners of VAT PARTNERS, the directors of the partners of VAT PARTNERS that are private limited companies, as well as all those who work or have worked for VAT PARTNERS.

    Article 12.

    1. These General Terms and Conditions have been dravn up in Dutch and translated into English. In the event of a dispute regarding the content or scope of these General Terms and Conditions, the Dutch text will be binding.
    2. These General Terms and Conditions are posted on the VAT PARTNERS site: www.VAT PARTNERS.com and will be sent to interested parties on request.

    Article 13.

    1. The legal relationship between the client and VAT PARTNERS is subject to Dutch law.
    2. Any disputes will be settled exclusively by the court in The Hague.