Terms and conditions

General Terms and Conditions Accent on Audit

 

1. Definitions

  1. In these terms and conditions the following terms shall have the following meanings:
  • Documents: all information or data made available by the Client to the Contractor; all data produced or collected by the Contractor in the context of the execution of the Assignment / Agreement; and all other information of any relevance to the execution or completion of the Assignment. The aforementioned information may or may not be stored on (in)tangible data carriers and may or may not be stored with third parties.
  • Assignment/Agreement: the written agreement of assignment, whereby the Contractor undertakes to the Client to perform certain Services/Activities.
  • Contractor: the accounting firm Accent on Audit B.V. that concludes the Assignment/Agreement and provides the Services/Activities described in these terms and conditions. All assignments are deemed to have been given exclusively to the (accountancy) organisation and not to any person affiliated with the (accountancy) organisation. All Agreements are therefore concluded with the Contractor. This also applies if the Client intends that an assignment will be carried out by a specific person or persons affiliated with the (accountancy) organisation. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are expressly excluded from application.
  • Client: any natural person or legal entity that enters into an agreement with Accent on Audit B.V.
  • Services/Activities: all activities, advice, audits and other deliveries of knowledge and expertise by Accent on Audit.

2. Applicability

  1. These general terms and conditions apply to all offers, quotations, orders, agreements and deliveries of services by the Contractor, unless expressly agreed otherwise in writing.
  2. Deviations from these conditions are only valid if confirmed in writing by the Contractor.
  3. If any condition in these general terms and conditions deviates from a condition in the order confirmation, the condition included in the order confirmation applies with regard to the conflict.
  4. The applicability of the general terms and conditions of the Client is hereby expressly rejected by the Contractor.

3. Quotations, Agreement and Execution

  1. All quotations provided by the Contractor are without obligation, unless the quotation contains a written and explicit proposal for acceptance with a term.
  2. The agreement is concluded at the moment that the client accepts the quotation or order confirmation from the Contractor.
  3. The Contractor will perform the agreed services to the best of its knowledge and ability, in accordance with professional standards, relevant laws and regulations and the requirements set out in the agreement.
  4. The Contractor has the right to have Work performed by a third party to be designated by the Contractor.

4. Client details

  1. The Client is obliged to make all Documents that the Contractor deems necessary for the correct execution of the granted Assignment available to the Contractor in the desired form, in the desired manner and in a timely manner. The Contractor determines what is meant by timely, the desired form and the desired manner.
  2. The Client guarantees the correctness, completeness and reliability of the Documents provided by him, even if they originate from third parties, unless the nature of the Assignment dictates otherwise.
  3. The Client indemnifies the Contractor against damage resulting from incorrect or incomplete Documents.
  4. The Client shall be liable for the additional costs and additional hours incurred by the Contractor, as well as other damage for the Contractor, due to the Client’s failure to provide, failure to provide in a timely manner or failure to provide properly the Documents necessary for the execution of the Activities.
  5. In the event of electronic transmission of information – including (but not limited to) tax returns, annual accounts, reports – from (and on behalf of) Client by Contractor to third parties, Client shall be deemed to be the party signing and transmitting the information in question.

5. Fees, Rates and Payment

  1. The rates charged by the Contractor are exclusive of VAT and other levies, unless otherwise agreed.
  2. Invoices must be paid by the client within 14 days of the invoice date and receipt of the invoice, unless a different term has been agreed in writing.
  3. If the client does not pay within the specified period, the Contractor reserves the right to suspend or completely discontinue the execution of the work without further notice.
  4. The risk of suspension or cessation of work as a result of late payment rests entirely with the Client.
  5. From the due date, the Client will automatically be in default and will owe statutory interest and any collection costs.
  6. If the financial position or payment behaviour of the Client gives reason to do so in the opinion of the Contractor, or if the Client fails to pay an advance or an invoice within the payment term set for this purpose, the Contractor is entitled to require the Client to immediately provide (additional) security in a form to be determined by the Contractor. If the Client fails to provide the requested security, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further performance of the Agreement and all that the Client owes the Contractor for whatever reason shall be immediately due and payable.

6. Suspension and Cessation of Activities

  1. The Contractor is authorized to suspend the fulfillment of all its obligations after a careful weighing of interests, including the delivery of Documents or other items to the Client or third parties, until such time as all due claims on the Client have been paid in full.
  2. The risk and any adverse consequences of the suspension or cessation of work as a result of late payment lie entirely with the client. In that case, the Contractor is not liable for any damage, costs or losses suffered by the client as a result.

7. Changes and Additions

  1. During the execution of the agreement, both the Contractor and the Client may request changes to the assignment in writing.
  2. Changes or additions must be recorded in writing and may lead to a revision of the agreed fees and/or terms.

8. Liability and indemnity

  1. Contractor shall not be liable for any damage suffered by Client that arises because Client has not provided Contractor with any, incorrect or incomplete Documents, or because these have not been provided on time. This also includes the situation in which Contractor is unable to file the annual accounts with the Chamber of Commerce within the statutory period as a result of an act or omission (on the part of) Client.
  2. The Contractor shall not be liable for indirect damage, including: loss of profit, lost savings, damage due to business stagnation and other consequential damage or indirect damage resulting from the Contractor’s failure to perform, failure to perform on time or failure to perform properly.
  3. The liability of the Contractor is in all cases limited to the amount paid out in the relevant case under the liability insurance, plus any deductible borne by the Contractor in connection with the relevant insurance.
  4. The Client shall indemnify the Contractor against all claims by third parties, including shareholders, directors, supervisors and employees of the Client, as well as affiliated legal entities and companies and others involved in the organization of the Client, which are directly or indirectly related to the performance of the Agreement.
  5. The Client shall indemnify the Contractor in particular against claims by third parties for damage caused by the Client providing the Contractor with incorrect or incomplete information, unless the Client demonstrates 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. The foregoing shall not apply to assignments to audit the annual accounts, as referred to in Article 393 Book 2 of the Dutch Civil Code.
  6. The Client shall indemnify the Contractor against all possible claims from third parties in the event that the Contractor is forced by law and/or its professional rules to return the Order and/or is forced to cooperate with government agencies that are entitled to receive information, whether requested or unsolicited, that the Contractor has received from the Client or third parties in the performance of the order.
  7. All limitations regarding the liability of the Contractor included in this article apply in full to the person(s) actually performing the Work for the Client.

9. Force Majeure

  1. If the parties are unable to fulfil their obligations under the Agreement, or are unable to fulfil them in a timely or proper manner, as a result of force majeure within the meaning of Article 6:75 of the Dutch Civil Code, these obligations will be suspended until the parties are able to fulfil them in the agreed manner.
  2. If the situation referred to in the first paragraph occurs, the parties have the right to terminate the Agreement in writing in whole or in part and with immediate effect, without any right to compensation.
  3. If the Contractor has already partially fulfilled the agreed obligations when the force majeure situation occurs, the Contractor is entitled to invoice the Work performed separately and in the interim and the Client must pay this invoice as if it concerned a separate transaction. In the event of force majeure, the Contractor is entitled to suspend the performance of the Agreement or to terminate the Agreement without any obligation to pay compensation.

10. Confidentiality

  1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of the performance of the agreement.
  2. This confidentiality obligation remains in force even after termination of the agreement.

11. Intellectual Property

  1. The intellectual property rights to everything that the Contractor uses and/or makes available in the context of the performance of the Agreement, are vested in the Contractor or its licensors. Nothing in the Agreement or these terms and conditions is intended to transfer intellectual property rights, unless expressly stated otherwise in writing.
  2. The Client is expressly prohibited from providing, reproducing, publishing or exploiting anything on which the intellectual property of the Contractor is based, including but not limited to computer programs, system designs, working methods, advice, (model) contracts and other intellectual products, all in the broadest sense of the word, with or without the involvement of third parties.

12. Electronic communication and electronic filing of annual accounts

  1. During the execution of the Assignment, the Client and Contractor may communicate with each other by electronic means and/or use electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that sending correctly addressed fax messages, e-mails (including e-mails sent via the internet) and voicemail messages, regardless of whether they contain confidential information or documents relating to the Assignment, will be mutually accepted. The same applies to other means of communication used or accepted by the other party.
  2. Client and Contractor shall not be liable to each other for any damage that may arise for one or both of them as a result of the use of electronic means of communication, networks, applications, electronic storage, or other systems, including – but not limited to – damage resulting from non-delivery or delay in the delivery of electronic communication, omissions, distortion, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transmission of viruses and the failure or malfunctioning of the telecommunications network or other means required for electronic communication, except to the extent that the damage is the result of intent or gross negligence. The foregoing also applies to the use that Contractor makes thereof in its contacts with third parties.
  3. In addition to the previous paragraph, the Contractor accepts no liability for any damage arising from or in connection with the electronic sending of (electronic) annual statements and the digital filing thereof with the Chamber of Commerce.
  4. Both the Client and the Contractor shall do or refrain from doing everything that may reasonably be expected of each of them to prevent the aforementioned risks from occurring.
  5. The data extracts from the computer systems of the sender constitute conclusive evidence of (the content of) the electronic communication sent by the sender until such time as the recipient provides evidence to the contrary.
  6. The provisions of Article 8 apply accordingly.

13. Complaints, expiry period and disputes

  1. Any complaints about the performance of the agreement must be reported to the Contractor in writing within 8 weeks of discovery.
  2. Complaints that are not reported within this period will lapse.
  3. All disputes arising from or related to the agreement are exclusively governed by Dutch law. Disputes will initially be resolved by mutual agreement. If this does not succeed, it is authorized to submit the dispute to the competent court in the district where the Contractor is established.

14. Final provisions

  1. If one or more provisions of these terms and conditions prove to be null and void or voidable, the validity of the remaining provisions shall remain unaffected.
  2. Contractor reserves the right to amend these terms and conditions. The amended terms and conditions shall enter into force after publication on Contractor’s website and/or written notification to the client.

 

February 2025