Article 1. DEFINITIONS
The capitalised definitions below have the following meanings in the context of these general terms and conditions:
a. Professional regulations: the professional and conduct rules to which all accountants are subject due to registration in the NBA's Register of Accountants;
b. Documents: all information or data made available to Contractor by Principal; all data produced or collected by 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 tangible or intangible data carriers and may or may not be held by third parties;
c. Employee: a natural person employed by or associated with the Contractor, whether or not under an employment contract;
d. Assignment / Agreement: the assignment agreement, whereby the Contractor undertakes towards the Principal to perform certain Work;
e. Client: the natural person or legal entity that has given the Contractor the Assignment to perform Work;
f. Firm: the firm that has accepted the Engagement. All Assignments shall be accepted and performed exclusively by the Firm, not by or on behalf of an individual Employee, even if the Client has expressly or tacitly granted the Assignment with a view to its performance by a particular Employee or particular Employees. Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code are expressly excluded from application;
g. Work: all work and operations to be performed by the Contractor for the Client for which an Assignment has been given and which have been accepted by the Contractor, as well as all resulting work and operations for the Contractor.
Article 2. APPLICABILITY
1. These general terms and conditions apply to: all offers, quotations, Assignments, legal relationships and Agreements, by whatever name, whereby the Contractor undertakes/will undertake to perform Work for the Client, as well as to all Work resulting therefrom for the Contractor.
2. Deviations from and additions to the Engagement and/or these general terms and conditions shall only be valid if they have been expressly agreed in writing in, for example, a (written) Agreement or (a further) engagement confirmation.
3. If any condition in these general terms and conditions differs from a condition in the order confirmation, the condition in the order confirmation shall prevail as regards the contradiction.
4. These general conditions also apply to any additional or follow-up orders.
5. The applicability of the Client's general terms and conditions is hereby expressly rejected by the Contractor.
6. These general terms and conditions may also be invoked by those natural and legal persons who are directly or indirectly involved in any way, whether or not under an employment contract, in the provision of services to the Client by or on behalf of the Contractor.
Article 3. DATA PROVIDER
1. The Client is obliged to make all Documents that the Contractor believes it needs for the correct execution of the Assignment in the desired form, in the desired manner and on time available to the Contractor. The Contractor shall determine what is to be understood by timely, the desired form and the desired manner.
2. The Client guarantees the accuracy, completeness and reliability of the Documents provided by it, even if they originate from third parties, unless the nature of the Assignment dictates otherwise.
3. The Client shall indemnify the Contractor against losses resulting from incorrect or incomplete Documents.
4. The extra costs and extra hours incurred by the Contractor, as well as any other damage suffered by the Contractor, due to the Client's failure to provide Documents required for the performance of the Work, or to do so on time or properly, shall be at the Client's risk and expense.
5. In case of electronic transmission of information - including (but not limited to) tax returns, annual accounts, reports - from (and on behalf of) the Client by the Contractor to third parties, the Client shall be deemed to be the party signing and transmitting the relevant information.
6. The Contractor is entitled to suspend the execution of the Assignment until the Client has fulfilled the obligations mentioned in the first paragraph.
7. Upon the Client's first written request, the Contractor shall return to the Client the original Documents provided by the Client.