TERMS AND CONDITIONS
Xtroverso
Article 1 General
1. These General Terms and Conditions apply as soon as the client has requested assistance from the Consultant. All provisions of these terms and conditions apply between the parties, unless expressly deviated from in writing.
In these conditions the following terms are defined as:
– the Consultant: the natural person or legal entity that carries out the work referred to in Article 2;
– the client: the natural person or legal entity who requests the assistance of the Consultant;
– the assignment is understood to mean the work to be determined by mutual agreement between the client and the Consultant that must be carried out by the Consultant and the conditions under which this must be done.
Article 2 Scope
1. All offers are without obligation, unless the Consultant has expressly stated otherwise in its offers or quotations to the client.
2. The activities of a Consultant (may) include (among other things) keeping accounts or administration for the benefit of the client, drawing up a balance sheet and profit and loss account, advising on issues of a financial, tax and/or business administration nature, as well as all actions and transactions that - in view of the legal relationship and the resulting assignment - may be useful in connection with the above-mentioned activities.
3. The client with whom a contract has been concluded on the basis of these conditions is deemed to have tacitly agreed to the applicability of these conditions to agreements subsequently concluded with the Consultant.
Article 3 Establishment
The agreement is concluded when the Consultant accepts the assignment. The rule included in the previous sentence also applies to changes in orders. If the client's interests require immediate delivery in whole or in part by the Consultant, or if the client has expressly requested immediate delivery, the agreement is deemed to have been concluded because the Consultant has actually delivered in whole or in part to the client.
Article 4 Consultant's obligations
1. The Consultant is obliged to represent the interests of his client to the best of his knowledge and ability, insofar as this is possible and desirable, given the legal relationship and the resulting assignments.
2. The Consultant carries out the work in accordance with the Code of Conduct that applies to him.
3. The manner in which the administration is conducted and the other activities are carried out must meet the requirements arising from the obligations and responsibilities of the client, taking into account any applicable legal provisions.
4. If the work is intended to achieve a certain (financial) end result, it is not guaranteed that this intended end result will actually be achieved.
Article 5 Client's obligations
1. The client must ensure that he refrains from all actions that frustrate or make the execution of the assignment by the Consultant impossible.
2. The client is obliged to provide the Consultant in a timely, complete and correct manner with all data, information and documents required for the execution of the assignment.
Article 6 Confidentiality Obligations and Legal Professional Privilege
1. Confidentiality obligations
1.1. The Consultant acknowledges and agrees to maintain strict confidentiality regarding all information, data, and communications shared by the Client during the course of the consultancy engagement ("Confidential Information").
1.2. The Consultant shall use Confidential Information solely for the purpose of providing consultancy services to the Client and shall not disclose, reproduce, or distribute Confidential Information to any third party without the prior written consent of the Client, except as required by law.
1.3. The confidentiality obligations under this Article shall survive the termination or expiration of the consultancy agreement.
2. Legal Professional Privilege
2.1. The Client and the Consultant recognize and agree that certain communications and documents exchanged between them may be protected by legal professional privilege.
2.2. Legal professional privilege encompasses communications made in confidence between the Client and the Consultant for the purpose of seeking legal advice or assistance.
2.3. The privilege extends to oral communications, written correspondence, emails, and other forms of communication exchanged between the Client and the Consultant during the consultancy engagement.
2.4. The Client retains the right to assert or waive legal professional privilege over communications and documents exchanged with the Consultant, subject to applicable law.
2.5. The Consultant acknowledges that legal professional privilege belongs to the Client, and agrees not to disclose or use privileged communications or documents for any purpose other than providing consultancy services to the Client, unless authorized by the Client or required by law.
2.6. The Consultant shall take all reasonable measures to safeguard privileged communications and documents from unauthorized access or disclosure.
3. Exceptions and Limitations
3.1. The parties acknowledge that legal professional privilege is subject to exceptions and limitations under applicable law.
3.2. Legal professional privilege may be waived if the Client voluntarily discloses privileged communications or documents to third parties without taking measures to preserve confidentiality.
3.3. Legal professional privilege may not apply if the communication was made for an illegal or fraudulent purpose, or if the Consultant reasonably believes that disclosure is necessary to prevent imminent harm or injury.
Article 7 Protection of Confidential Information
1. Commitment to Confidentiality
1.1. The Client and the Consultant acknowledge and recognize the importance of preserving, protecting, and securing any information or data exchanged between them during the course of the consultancy engagement ("Confidential Information").
1.2. Both parties commit to maintaining strict confidentiality regarding Confidential Information and agree to take all necessary measures to prevent unauthorized access, disclosure, or use of such information.
2. Definition of Confidential Information
2.1. Confidential Information includes but is not limited to trade secrets, proprietary information, business strategies, financial data, customer lists, product designs, marketing plans, and any other information or data that is not publicly available and is disclosed in connection with the consultancy engagement.
2.2. The definition of Confidential Information encompasses information disclosed orally, in writing, electronically, or through any other means of communication between the Client and the Consultant.
3. Obligations of the Client
3.1. The Client agrees to disclose Confidential Information to the Consultant solely for the purpose of facilitating the provision of consultancy services as outlined in the consultancy agreement.
3.2. The Client shall clearly identify Confidential Information at the time of disclosure and may, if necessary, provide written confirmation of its confidential nature.
3.3. The Client shall take reasonable precautions to ensure that Confidential Information is disclosed only to authorized representatives of the Consultant who have a legitimate need to know such information for the purpose of providing consultancy services.
4. Obligations of the Consultant
4.1. The Consultant agrees to use Confidential Information solely for the purpose of providing consultancy services to the Client and shall not disclose, reproduce, or distribute Confidential Information to any third party without the prior written consent of the Client, except as required by law.
4.2. The Consultant shall take all necessary measures to safeguard Confidential Information from unauthorized access, disclosure, or use, including implementing appropriate security measures and restricting access to Confidential Information to authorized personnel only.
5. Duration of Confidentiality Obligations
5.1. The confidentiality obligations under this Article shall continue to apply for the duration of the consultancy engagement and shall survive the termination or expiration of the consultancy agreement.
Article 8 Obligation to Report Illegal Activities
1. Duty to Report Illegal Activities
1.1. The Consultant acknowledges and agrees that in the event they become aware of any illegal activities or wrongdoing committed by the Client during the course of the consultancy engagement ("Illegal Activities"), they have a duty to report such activities to the appropriate authorities.
1.2. Illegal Activities include but are not limited to acts of fraud, bribery, corruption, money laundering, insider trading, violations of environmental regulations, and any other unlawful conduct that may harm individuals, the public, or the integrity of the business environment.
1.3. The duty to report Illegal Activities applies regardless of whether the Consultant's contract with the Client is ongoing or has been terminated, and regardless of any confidentiality obligations that may exist between the parties.
2. Reporting Procedure
2.1. Upon becoming aware of Illegal Activities, the Consultant shall promptly report such activities to the designated authorities, which may include law enforcement agencies, regulatory bodies, or other relevant governmental entities.
2.2. The Consultant shall provide the authorities with all necessary information, evidence, and documentation relating to the Illegal Activities to facilitate their investigation and enforcement actions.
2.3. The Consultant shall cooperate fully with the authorities in their investigation of the Illegal Activities, including but not limited to providing testimony, attending interviews, and assisting in the recovery of assets obtained through unlawful means.
3. Protection of Whistleblower
3.1. The Client acknowledges and agrees not to retaliate against the Consultant for reporting Illegal Activities in good faith to the authorities.
3.2. The Client shall not terminate or otherwise discriminate against the Consultant on the basis of their reporting of Illegal Activities, and shall take all necessary measures to ensure the Consultant's safety and well-being.
3.3. Any attempt by the Client to retaliate against the Consultant for reporting Illegal Activities shall constitute a material breach of the consultancy agreement and may result in legal action against the Client.
4. Confidentiality and Legal Privilege
4.1. Notwithstanding the duty to report Illegal Activities, the Consultant shall maintain strict confidentiality regarding any information, data, or communications related to the investigation or reporting of such activities.
4.2. Legal professional privilege may apply to communications between the Consultant and their legal advisors regarding the reporting of Illegal Activities. However, such privilege does not exempt the Consultant from their duty to report Illegal Activities to the authorities.
Article 9 Collaboration with third parties
1. When carrying out his assignment, the Consultant may only engage other experts who do not belong to his own company after the necessity or desirability thereof has been determined in consultation with the client.
2. The Consultant accepts no liability for the work performed by third parties, including the experts referred to in Article 9.1.
Article 10 Shortcomings of the Consultant
1. The Consultant is only liable to the client for damage that the client suffers as a direct result of shortcomings of the Consultant or of persons in his employ committed in the fulfillment of the assignment, if and insofar as these shortcomings occur under normal circumstances with normal professional knowledge. and could have been avoided with due observance of normal vigilance and professional practice, subject to the further limitations described below.
2. The Consultant is obliged to repair the above-mentioned shortcomings as quickly as possible, free of charge, if and insofar as the repair does not involve higher costs than those charged for the work in question. If the costs are higher, the Consultant is only obliged to carry out these repairs if the client declares in advance in writing that he is prepared to bear these additional costs.
3. Any liability of the Consultant expires no later than 60 months (5 years) after the tax returns for the relevant financial year have been submitted, plus the period for which a postponement has been granted.
4. Any liability of the Consultant lapses if the client has not given the Consultant the opportunity to be present during any tax audit for the relevant period, furthermore in the event that the client has not given the Consultant the opportunity to remedy the relevant shortcoming and in the event that further work has taken place as a result of or in connection with that shortcoming without the client involving the Consultant.
5. The client must report the shortcomings referred to in this article within 1 month after he/she became aware of them or reasonably should have been aware of them, failing which any liability of the Consultant is excluded.
Article 11 Shortcomings of the client
1. If and insofar as shortcomings in the performance of the work carried out by the Consultant are the result of the fact that the client has not fulfilled its obligations in accordance with Article 5, not on time or to a sufficient extent, the Consultant is liable for this. not liable at all.
2. In such a case, repair of the aforementioned shortcomings will be at the expense of the client.
Article 12 Termination by client
1. The Client reserves the right to terminate this Agreement at any time and for any reason upon providing written notice to the Consultant.
2. In the event of termination by the Client during a fiscal year, the Consultant shall be entitled to receive payment for all services rendered up to the effective date of termination, as well as the remaining monthly installments in accordance with the contract until the end of the financial year.
3. The Client may terminate this Agreement immediately and without prior notice in the event of material breach by the Consultant, including but not limited to failure to perform services in accordance with the terms of the Agreement, violation of confidentiality obligations, or engagement in illegal activities.
4. The assignment given to the Consultant does not expire due to the death of the client, its rights and obligations.
Article 13 Suspension/dissolution/ termination by the Consultant
Without prejudice to the general power of suspension or termination referred to in these terms and conditions, if the client fails to fulfill any obligation under the agreement concluded by the parties on time, or fails to fulfill it incompletely or insufficiently, or if the client has applied for bankruptcy or a suspension of payments (by a third party), the Consultant will have the client seized. in whatever form, the client liquidates, closes down or transfers his company in whole or in part, fails to pay the invoices due by him on time, the right to:
1. to terminate this Agreement at any time and for any reason upon providing written notice to the Client;
2. to request advance payment or security from the client - for all existing or future agreements - before the Consultant commences the delivery of its (further) work;
3. to suspend delivery of its services;
4. to deem the relevant agreement to be dissolved in whole or in part, if not executed, by sending a written notice to the client, without judicial intervention being necessary, without prejudice to the Consultant's rights to compensation due to dissolution;
5. If the Consultant exercises its rights as stated in this article, the Consultant will never be liable to the client for any damage arising therefrom, either directly or indirectly.
Article 14 Effect of Termination
1. Upon termination of this Agreement, both parties shall cease to have any further obligations or liabilities to each other, except as otherwise provided herein.
2. Any provisions of this Agreement that by their nature should survive termination, including but not limited to confidentiality obligations, indemnification, and governing law provisions, shall remain in full force and effect.
Article 15 Delivery, delivery time and delivery
1. Unless further agreement(s) between the client and the Consultant, the delivery of the required documents, books, documents, administrative and/or other data, etc. will take place digitally and at least once a month or on behalf of the client to the Consultant, as well as the delivery by the Consultant to the client , or in a manner to be determined by the Consultant and in a form and number to be determined by the Consultant.
2. If the client fails to comply with what is stated in b a., regardless of the reason, the Consultant is entitled to suspend his work. Any damage resulting from this, in whatever form and extent, cannot lead to liability of the Consultant.
Article 16 Right of retention
1. The client and the Consultant expressly agree that the Consultant is entitled to suspend delivery of goods until the client has fulfilled its obligation to pay outstanding invoices, including interest and costs owed thereon, as well as its obligation to compensate the Consultant for damage in the context of the has fulfilled the legal relationship in question, or has provided security that is considered sufficient in banking transactions, for example an irrevocable bank guarantee.
2. The items referred to in sub a. in any case include books, documents, documents, administrative data and other data (carriers) that have been created with regard to the execution of the assignment.
Article 17 Force majeure
1. If there is a strike, theft, government measures, fire, computer defects, epidemics, loss of data, war, water damage and all other circumstances that temporarily or permanently prevent fulfillment of the agreement, the Consultant has the right to either terminate the agreement by registered letter, or by adding the duration of the force majeure to the delivery time.
2. In the event of a force majeure situation, the Consultant is obliged to inform the client immediately.
3. The Client is liable for any damage caused by damage to or destruction of documents or documents belonging to third parties, which the Consultant has in custody for the Client.
4. In the event of a force majeure situation that lasts longer than one month, the Client has the right to cancel the agreement. This notice must be given by registered letter and must be received by the Consultant before the termination of the force majeure.
5. The above-mentioned dissolution does not release the client from his obligation to pay the provisions of article 19. The costs that fall between the date of the last invoice and the date of dissolution will be borne by the client. The Client cannot claim compensation in the event of dissolution.
6. Upon termination of the force majeure, the Consultant will inform the client as soon as possible, after which the Consultant will resume the execution of the assignment.
Article 18 General provisions of a financial nature
1. If the parties have not agreed otherwise in writing, the Consultant's fee will be determined on the basis of the fee stated in the order confirmation.
2. At the request of the client, the Consultant will provide an advance statement of the estimated costs for the work to be performed by him and/or his staff, either for a specific assignment or per calendar year or financial year.
Article 19 Declaration
Unless otherwise agreed, the declaration must be specified in such a way that the client has sufficient insight into the composition of the components that together form the declared amount.
Article 20 Complaints
1. Complaints must be submitted to the Consultant in writing within 30 days after each delivery or - if the defect or defects are discovered subsequently - within 30 days after such discovery. The complaint must contain a (substantiated) description of the grievances or identified defects.
2. The Consultant will inform the client within fourteen days of the date of receipt of the complaint whether and, if so, how the complaint will be met.
3. Complaints regarding deliveries made by the Consultant and/or services/activities performed and work performed for this purpose expressly do not give the client the authority to suspend the obligation to pay outstanding invoices.
4. Complaints regarding invoices sent by the Consultant to the client must be made within two weeks of the date of dispatch stated on the invoice. Any right to complain about invoices lapses if the period referred to in this paragraph is exceeded, unless the client has not been able to take note of the contents of the invoice within the aforementioned period due to force majeure to be stated and proven by him. In the latter case, the period commences on the day of notification.
Article 21 Intellectual property
All rights of an intellectual nature relating to computer programs, system designs, working methods, research methods, reports, etc. originating from the Consultant or used by him, become and remain, both during and after execution of the assignment, the express and exclusive property of the Consultant, all this regardless the share of the client itself or third parties engaged in the realization of the above-mentioned programs, designs, working methods, etc. The exercise of these rights is exclusively and expressly reserved for the Consultant both during and after execution of the assignment.
Article 22 Payment
1. The invoice must be paid within 7 days of the date of the invoice, after which the client is legally in default.
2. After the term referred to in paragraph a. has expired, the client is liable to pay interest at the rate of statutory interest under Article 6:119a of the Dutch Civil Code, whereby part of the month is considered to be the entire month.
3. After the period referred to in paragraph a. has expired, the client also owes the Consultant all costs reasonably incurred to obtain out-of-court payment of the invoice, which costs will amount to at least 15% of the principal sum plus turnover tax with a minimum of 70 euros, without the Consultant being obliged to demonstrate whether he has actually incurred the relevant costs. Furthermore, in that case the client owes the Consultant all legal costs incurred by the Consultant. If the Consultant engages third parties for judicial or extrajudicial activities, the client also owes the Consultant directly or indirectly all costs incurred by these third parties in connection with extrajudicial activities.
4. If, following a request to pay an advance or provide security, a proper response to this request is not provided, the Consultant will be entitled to do so in writing by registered letter or letter with acknowledgment of receipt or by fax with confirmation of dispatch and/or receipt with effect from twice twenty-four. hours after the date of shipment, to terminate the agreement, without prejudice to the Consultant's right to payment for what has already been delivered and to compensation due to the termination.
5. Without prejudice to any notification by the client when making his payment and without prejudice to the method of administrative processing of the payment by the client, payments from the client will always and exclusively be deemed to be deducted from amounts outstanding to the Consultant in the following manner . First of all, every payment will be deducted from collection costs and interest owed by the client, subsequently payments will be deducted from the oldest outstanding invoices of the Consultant.
Article 23 Disputes
Dutch law applies to all agreements between client and Consultant to which these general terms and conditions apply.
1. In the event of a dispute arising out of or relating to the termination of this Agreement, the parties shall first attempt to resolve the dispute amicably through good faith negotiations.
2. If the dispute cannot be resolved through negotiations, the parties agree to submit the dispute to mediation, with a mutually agreed-upon mediator, before pursuing any further legal action.
All disputes relating to agreements between the client and the Consultant, to which these terms and conditions apply and which do not fall within the jurisdiction of the subdistrict court, will be settled by the competent court in the district in which the Consultant has his domicile, unless it concerns disputes that do not relate to the client's business or profession. The client is free to follow the disciplinary proceedings.