In these general terms and conditions, the following terms are understood to have the following meanings:
1. Client: the party commissioning the engagement as stipulated in Article 2;
2. OnestopTax BV: contractor, onestopTax BV located in Amsterdam and operating under the service lines onestop30Percent, onestopImmigration, onestopTaxConsult and onestopAdministration. Where onestopTax BV is mentioned is also meant to cover all other service lines mentioned.
2.1 These general terms and conditions are applicable to any provision of services to Client by onestopTax BV and are part of all agreements for orders for work by onestopTax BV, and of all resulting or related agreements concluded between Client and onestopTax BV, as well as proposals made by onestopTax BV
2.2 Should any stipulation that is part of these General Conditions or of the contract be or become void, the remainder of the agreement shall remain valid to the extent that the concerning stipulation is replaced, by mutual consent by Client and onestopTax BV, by a stipulation that addresses the meaning of the concerning stipulation.
3 Execution of the engagement
3.1 OnestopTax BV will carry out all the work to the best of its knowledge and ability and in accordance with professional standards.
3.2 The commissioned engagement will be deemed to be an engagement accepted by and carried out by onestopTax BV only. The provisions of Article 7:404 and 7:407 section 2 of the Dutch Civil Code will not be applicable. OnestopTax BV determines the way in which the commissioned engagement will be executed and by whom, with due observance of the wishes expressed by Client.
3.3 When engaging third parties, onestopTax BV shall consult Client as much as possible in advance, and in any case exercise due care when selecting third parties. OnestopTax BV shall not be liable for any shortcomings of these third parties, and is entitled, without prior consultation with Client (also) on behalf of Client to accept any liability restriction on the part of third parties it engages.
4 Co-operation by Client
4.1 Client is obliged to provide access to all information and documents onestopTax BV believes to be required for proper execution of the commissioned engagement and do so in good time and in the desired form and manner.
4.2 Client is obliged to inform onestopTax BV immediately of any facts and circumstances that may be relevant for the execution of the engagement.
4.3 Any additional costs and extra fees due to delay in the execution of the engagement resulting from failure to make the requested information and documentation available, or to do so on time or in the proper fashion will be for account of Client.
5.1 Except where a statutory obligation to disclose information is in effect, onestopTax and/ or the staff deployed by onestopTax BV is liable to maintain confidentiality vis-à-vis third parties.
5.2 OnestopTax BV cannot use the information provided by Client for any purpose other than for which it was obtained without Client’s prior consent.
5.3 OnestopTax BV will impose its obligations by virtue of this Article on any third parties it may decide to involve.
5.4 Without the prior written permission of onestopTax BV, Client is not permitted to share the advice, opinions, (model) contracts, design templates or other expressions of onestopTax BV, or to make them otherwise available to third parties unless doing so issues directly from the agreement between Client and onestopTax BV, is intended for the acquisition of an expert opinion regarding the work concerned, a statutory or professional obligation to this effect rests on Client, or if Client is defending itself in a disciplinary, civil or criminal action.
6.1 If prices are subject to change between conclusion of the contract and the completion of the engagement, onestopTax BV has the right to adjust the agreed fee accordingly.
6.2 The fee charged by onestopTax BV is exclusive of expenses and invoices by third parties involved.
7.1 Client shall make payment of the fee charged without any deduction, discount or debt settlement by fourteen days of the invoice date at the latest. Payments shall be made in euros into a bank account designated by onestopTax BV. Objections to the amounts charged do not exempt Client from its obligation to pay.
7.2. If payment is made in a currency other than stipulated in Article 7.1, onestopTax retains the right to charge Client for any resulting additional expenses and / or loss.
7.2 If Client fails to pay within the period referred to in Article 7.1, onestopTax BV has the right, provided that it has made demand for payment on at least one occasion, to charge Client the statutory interest from the due date until the date on which payment is made in full, without further notice of default and without prejudice to the other rights of onestopTax BV.
7.3 All judicial and extrajudicial (collection) costs incurred within reason by onestopTax BV as a result of Client’s failure to fulfill its payment obligations, are for account of Client.
8.1 OnestopTax BV must be notified in writing of complaints relating to the work carried out and/ or the invoice amount within 30 days of the date as postmark of the documents or information in respect of which Client is filing a complaint, or within 30 days of the discovery of shortcoming, if Client proves that the
shortcoming could not have reasonably been discovered previously.
8.2 Complaints as referred to in the first paragraph do not exempt Client from its obligation to pay.
8.3 If Client filed a legitimate complaint, Client has the option of adjusting the fee charged, having the rejected work rectified or repeated free of charge or terminating the engagement (or remaining work) in exchange for a refund proportionate to the fee already paid by Client.
9.1 OnestopTax BV will carry out its work to the best of its ability, while exercising due care that may be expected of onestopTax BV. If an error is made as a result of Client providing incorrect or incomplete information, onestopTax BV is not liable for any resulting loss.
9.2 If Client proves that it suffered a loss due to an error by onestopTax BV that could have been prevented if proper care had been taken, onestopTax BV is liable for that loss up to a maximum amount of the fee onestopTax BV has received for its work within the framework of the engagement, unless onestopTax BV can be accused of an intentional act or omission or comparable gross negligence subject to the condition that damage compensation shall under no circumstances exceed the amount paid by the liability insurer of onestopTax BV.
9.3 In the event of an engagement with a lead-time exceeding six months, the liability referred to in the first paragraph is limited to a maximum of the invoice amount for the last six months of the engagement.
9.4 The limitation of liability laid down in this provision also applies to third parties onestopTax BV involves in an engagement, who will accordingly be able to invoke this limitation of liability directly.
10 Terms of forfeiture
All rights of action and other rights enjoyed by Client for whatever reason vis-à-vis onestopTax BV in relation of the execution of work by onestopTax BV will in any event lapse one year after the date on which Client became aware or could reasonably be aware of the existence of these rights.
11 Applicable law and jurisdiction clause
11.1 All contracts between Client and onestopTax BV, as well as third parties, are governed by Dutch law. Disputes shall be referred to the competent District Court of Amsterdam.
11.2 Contrary to the provision of the first paragraph, parties can mutually agree to refer disputes to an arbitration board.
These general terms and conditions are drawn up in English only.
Filed with the Chamber of Commerce Amsterdam under number 55187420.
OnestopTax BV © 2012