Terms and conditions

General terms of delivery and payment applicable to the legal relationship between the client and the accounting and tax expert Practical B.V.

Article 1. General

These General Terms and Conditions apply to all operations by the contractor (Practical B.V.), unless expressly deviated from in writing.
In these terms and conditions, the following definitions apply:
- the contractor: the natural or legal person who performs the work indicated under Article 2;
- the client: the natural or legal person who enlists the assistance of the contractor;
- the assignment: the work to be performed by the contractor, to be determined in mutual consultation between the client and the contractor, and the conditions under which this should take place.

Article 2. Scope

All offers are without obligation, unless the contractor has expressly stated otherwise in its offers or quotations to the client.
These general terms and conditions apply to the execution of all work by the contractor, such as (among other things) maintaining complete bookkeeping or administration for the client, preparing annual accounts, handling tax returns and any follow-ups thereto, advising on financial, fiscal and/or business administration issues at the express request of the client, as well as all acts and operations that—given the legal relationship and the resulting assignment—may be useful in connection with the aforementioned work. In addition, these general terms and conditions apply to additional services of the contractor, such as making available computer programs (software), systems, and models related to or associated with the contractor’s work.
These general terms and conditions, as well as all future new versions thereof, also apply to agreements concluded later with the contractor. The client is deemed to have (tacitly) agreed to these new version(s).

Article 3. Formation of the Agreement

The agreement is formed at the moment the contractor accepts the assignment. The rule in the preceding sentence also applies to changes in assignments. If the client’s interest requires immediate full or partial execution by the contractor, or if the client has expressly requested immediate execution, the agreement is deemed to have been formed by the contractor actually proceeding with full or partial execution for the client.

Article 4. Obligations of the Contractor

The contractor is obliged to perform the work to the best of its knowledge and ability, insofar as this is possible and desirable given the legal relationship and the resulting assignments.
The contractor performs the work in compliance with the applicable Rules of Conduct and Professional Practice of the Dutch Association of Accounting and Tax Experts (NOAB). The contractor will immediately send a copy of the latest version of the said Rules of Conduct and Professional Practice to the client upon written request.
The manner in which the administration is conducted and other work is performed must, while observing any applicable legal provisions, meet the requirements arising from the obligations and responsibilities of the client.
If the work is intended to achieve a certain (financial) end result, the contractor has a best-efforts obligation at all times to achieve that (financial) end result. Any obligation to achieve a specific result (result-oriented obligation) is excluded.

Article 5. Obligations of the Client

The client must ensure that they refrain from all acts that frustrate or make the execution of the assignment by the contractor impossible.
The client has the obligation to provide the contractor in a timely, complete, and correct manner with all data, information, and documents required for the execution of the assignment.

Article 6. Confidentiality

The contractor undertakes to treat all data and documents relating to the assignment, which can reasonably be considered confidential and secret, as such. The contractor is not liable for breach of confidentiality by persons in its service if the contractor can demonstrate that this breach could not have been prevented by them.

Article 7. Cooperation with Third Parties

The contractor may only engage other experts not belonging to its own company in the execution of its assignment after the necessity or desirability thereof has been established in consultation with the client.
The contractor accepts no liability for the work performed by third parties, including the experts mentioned in Article 7.1.

Article 8. Shortcomings of the Contractor

The contractor is only liable to the client for damage suffered by the client as a direct result of shortcomings of the contractor or of persons in its service committed in the fulfillment of the assignment, if and insofar as these shortcomings could have been avoided under normal circumstances with normal professional knowledge and with due observance of normal alertness and professional practice, subject to the further limitations described below.
The liability of the contractor for damage related to the execution of the assignment and the work or services performed for the client is at all times limited to the amount for which the contractor is insured and which is paid out by the relevant professional liability insurer.
The contractor is obliged to rectify the aforementioned shortcomings as soon as possible free of charge, if and insofar as the rectification does not involve higher costs than those charged for the work concerned. If the costs are higher, the contractor is only obliged to perform these rectification works if the client declares in writing beforehand that they are willing to bear these extra costs.
Any liability of the contractor expires no later than 60 months (5 years) after the tax returns for the relevant financial year have been filed, to be increased by the period for which an extension was granted.
Any liability of the contractor expires if the client, in the event of a tax audit for the relevant period, has not given the contractor the opportunity to be present, furthermore in the event that the client has not given the contractor the opportunity to rectify the relevant shortcoming, and in the event that further work has taken place following or in connection with that shortcoming without the client involving the contractor.
The client must report the shortcomings mentioned in this article within 1 month after they became aware of them, or reasonably should have been, failing which any liability of the contractor expires. Liability is in any case and at all times excluded except and insofar as the professional liability insurance taken out by the contractor entitles to a payout.

Article 9. Shortcomings of the Client

If and insofar as shortcomings in the execution of the work performed by the contractor are the result of the circumstance that the client has not, not timely, or not sufficiently fulfilled the obligations resting on them in accordance with Article 5, the contractor is not liable for this at all.
Rectification of the aforementioned shortcomings as well as limitation of any damage suffered will in such a case be at the expense of the client.

Article 10. Termination by the Client

The client may terminate a given assignment at any time, observing a notice period of six months, unless reasonableness and fairness oppose termination or termination on such a term. Cancellation must always be done by registered letter, stating the reason for the cancellation.
Notice of termination of the assignment must be given by registered letter.
Upon termination of an assignment, a period of at least three months is in principle observed between the time of notification of this termination and the time this termination takes effect, so that the contractor can bring the work in progress or the administration into such a state that its transfer to the client or a third party to be designated by the client is acceptably feasible without damage to the progress of that work, with due observance of the provisions in Article 9 of these terms and conditions.
The assignment given to the contractor does not expire upon the death of the client; their rights and obligations pass to their heirs and/or legal successor.

Article 11. Suspension/Dissolution/Termination by the Contractor

Without prejudice to the general power of suspension or dissolution mentioned in these terms and conditions, the contractor has the right, if the client does not timely, not, incompletely, or insufficiently fulfill any obligation from the agreement concluded by the parties, has applied for bankruptcy or suspension of payments (by a third party), if an attachment in any form has been levied against the client, if the client liquidates, shuts down, or transfers their business in whole or in part, or does not timely pay the invoices due, to:

1. terminate a given assignment at any time with immediate effect, which termination must be done by registered letter;
2. request advance payment or the provision of security from the client—for all existing agreements or those to be concluded in the future—before the contractor commences the delivery of its (further) work;
3. suspend the delivery of its work and (additional) services;
4. dissolve the relevant agreement, in whole or in part, out of court, by sending a written notice to the client, without judicial intervention being necessary, all this without prejudice to the contractor’s rights to compensation;
5. if the contractor makes use of its rights as expressed in this article, the contractor is never liable to the client for any damage arising therefrom, both direct and indirect.

Article 12. Provision, Delivery Time, and Delivery

Subject to further agreement(s) between the client and the contractor, the provision of the necessary documents, books, records, administrative and/or other data, etc., by or on behalf of the client to the contractor, as well as the delivery by the contractor to the client, takes place in a manner to be determined by the contractor and in a form and number to be determined by the contractor.
If the client fails to comply with the provisions in sub a., regardless of the reason, the contractor is authorized to suspend its work. Any resulting damage, in whatever form and extent, cannot lead to liability of the contractor.

Article 13. Right of Retention

The client and the contractor expressly agree that the contractor is authorized to suspend the return of items until the client has fulfilled its obligation to pay outstanding invoices, including interest and costs due thereon, as well as its obligation to compensate the contractor for damage suffered in the context of the relevant legal relationship, or has provided security deemed sufficient in banking practice, for example, an irrevocable bank guarantee.
The items mentioned in sub a. include in any case books, records, documents, administrative data, and other data (carriers) that have been created with regard to the execution of the assignment.

Article 14. Force Majeure

In the event of strikes, theft, government measures, fire, computer defects, epidemics, loss of data, war, water damage, and all other circumstances that prevent fulfillment of the agreement, whether temporarily or not, the contractor has the right either to dissolve the agreement by registered letter or to add the duration of the force majeure to the delivery time.
In the event of a situation of force majeure, the contractor has the duty to inform the client of this immediately.
The client is liable for any damage caused by damage to or destruction of documents or records of third parties, which the contractor has in custody for the client.
In the event of a situation of force majeure that lasts longer than one month, the client has the right to terminate the agreement. This termination must be done by registered letter and must be received by the contractor before the end of the force majeure.
The aforementioned dissolution does not release the client from the obligation to pay as provided in Article 19. The costs incurred between the date of the last invoice and the date of dissolution are for the account of the client. The client cannot claim compensation upon dissolution.
Upon termination of the force majeure, the contractor will inform the client as soon as possible, after which the contractor will resume the execution of the assignment.

Article 15. General Provisions of a Financial Nature

Unless the parties have agreed otherwise in writing, the contractor’s fee is determined on the basis of an hourly fee.
At the request of the client, the contractor will provide an advance statement of the estimated costs for the work to be performed by them and/or by their staff, either for a specific assignment or per calendar year or financial year.
If fees or prices undergo a change after the formation of the agreement but before the assignment has been fully executed, the contractor is entitled to adjust the agreed rate accordingly.

Article 16. Invoicing

Unless otherwise agreed, the invoice must be specified in such a way that the client has sufficient insight into the composition of the components that together form the invoiced amount.

Article 17. Complaints and Claims

a. Complaints must be submitted in writing to the contractor within 30 days after each delivery or—if it concerns a defect or defects that were discovered later—within 30 days after such discovery. The complaint must include a (reasoned) description of the grievances or discovered defects.
The contractor shall inform the client within fourteen days after the date of receipt of the complaint whether and, if so, in what manner the complaint will be addressed.
Complaints regarding deliveries made and/or services/operations performed by the contractor and work performed for that purpose expressly do not give the client the authority to suspend the obligation to pay outstanding invoices.
Complaints regarding invoices sent by the contractor to the client must be made within two weeks after the date of dispatch stated on the invoice. Any right to complain about invoices expires by exceeding the term mentioned in this paragraph, unless the client, on the basis of force majeure to be stated and proven by them, was unable to take note of the content of the invoice within the said term. In the latter case, the term starts on the day of taking note.

Article 18. Intellectual Property

All rights of an intellectual nature with regard to computer programs, system designs, working methods, research methods, reports, etc., originating from or used by the contractor, are and remain, both during and after execution of the assignment, expressly and exclusively the property of the contractor, regardless of the contribution of the client themselves or engaged third party(ies) in the creation of the aforementioned programs, designs, methods, etc. The exercise of these rights is exclusively and expressly reserved to the contractor both during and after execution of the assignment.

Article 19. Payment

The invoice must be paid within 14 days after the date of the invoice, after which the client is in default by operation of law.
After the expiry of the term mentioned under paragraph a., the client owes interest compensation of statutory interest pursuant to Article 6:119a of the Dutch Civil Code, whereby a part of the month is considered a full month.
After the expiry of the term mentioned in paragraph a., the client is also liable to the contractor for all reasonably incurred costs to obtain payment of the invoice out of court, which costs will be at least 15% of the principal sum plus turnover tax with a minimum of 70 euros, without the contractor being obliged to demonstrate whether they have actually incurred the relevant costs. Furthermore, in that case, the client is liable to the contractor for all judicial costs incurred by the contractor. If the contractor engages third parties for judicial or extrajudicial work, the client is also liable to the contractor for all costs that these third parties incur in connection with extrajudicial work, directly or indirectly.
If a proper response to a request to pay an advance or to provide security is not forthcoming, the contractor shall be entitled to dissolve the agreement in writing by registered letter or letter with acknowledgment of receipt or by fax with dispatch and/or receipt confirmation with effect from forty-eight hours after the date of dispatch, all this without prejudice to the contractor’s right to payment for what has already been delivered and to compensation due to them because of the dissolution.
Notwithstanding any communication by the client when making their payment and notwithstanding the manner of administrative processing of the payment by the client, payments from the client will always and exclusively be deemed to reduce the amounts outstanding to the contractor in the following manner. First, every payment will reduce collection costs and interest owed by the client, then payments will reduce the oldest outstanding invoices of the contractor.
The contractor is entitled to increase the fees agreed with the client annually. This increase will be communicated at least one month before the increase takes effect via letter, email, or in another way. The client expressly agrees to the increases if they (at most) keep pace with the CBS Consumer Price Index (2020 = 100). The contractor uses the latest available index services for code 6920, Accountants, bookkeepers for this purpose.

Article 20. Electronic Communication

During the execution of the assignment, the client and the contractor may communicate with each other by electronic means at the request of the client.
The client and the contractor are not liable to each other for damage that may arise for one or both of them as a result of the use of electronic means of communication, including—but not limited to—damage resulting from non-delivery or delay in the delivery of electronic communication, interception or manipulation of electronic communication by third parties or by software/equipment used for transmission, receipt or processing of electronic communication, transmission of viruses and the failure or improper functioning of the telecommunications network or other means required for electronic communication, except insofar as the damage is the result of intent or gross negligence.
Both the client and the contractor will do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.
The data extracts from the sender’s computer systems provide conclusive evidence of (the content of) the electronic communication sent by the sender until the moment that counter-evidence is provided by the recipient.

Article 21. Privacy

In order to allow the services to be performed by the contractor, it may be necessary to collect and temporarily store personal data. The data are processed in the context of the following purposes:
- The formation and execution of the agreement;
- Being able to contact the client and/or the client’s contact persons;
- To further inform the client and contact persons about services and/or relevant products (‘commercial purposes’), whereby if the relevant recipient does not wish to receive information, this can easily be indicated by clicking on ‘unsubscribe’ in the received email.
All processing of personal data will take place in accordance with the applicable privacy regulations, such as the General Data Protection Regulation (GDPR) and the GDPR Implementation Act (UAVG).
The contractor has a privacy statement which can be consulted on the website and which is made available at the first request of the client or data subject.

Article 22. Power to Amend

The contractor is authorized to amend these General Terms and Conditions. The General Terms and Conditions amended by the contractor apply to the client from thirty (30) days after they have been informed of the amendment in writing, unless the client indicates in writing to the contractor within that period that they object to the amendment. In the latter case, the client is authorized to terminate the agreement as of the moment the amended General Terms and Conditions would become applicable to the agreement, but only if the amendment entails a substantial increase in the obligations arising from the agreement for the client. The termination must be done in writing.
If the client has timely indicated that they object to the amendment, without having validly terminated the agreement, the unamended General Terms and Conditions remain in force between the parties until the assignment is completed or the agreement is terminated, but no longer than six (6) months from the end of the aforementioned period of thirty (30) days. If the agreement continues thereafter, the amended General Terms and Conditions apply to it from that time.

Article 23. Disputes

Dutch law applies to all agreements between the client and the contractor to which these general terms and conditions apply.
All disputes related to agreements between the client and the contractor, to which these terms and conditions apply and which do not fall within the competence of the subdistrict court, will be settled by the competent court in the district in which the contractor has its place of residence, unless it concerns disputes that do not relate to the business or profession of the client.
The client is free to follow the disciplinary law proceedings.

Filed with the Chamber of Commerce in cooperation with the ‘NOAB Conditions of Payment and Delivery’.

Chamber of Commerce number NOAB 40413215.