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AIRE ACCOUNTANTS B.V. GENERAL TERMS AND CONDITIONS,

according to the “Model General Terms and Conditions of NBA (the Netherlands Institute of Chartered Accountants) 2017” ©

Filed June 26th 2017 with the Court Registry of the District Court in Amsterdam under number 41/2017   VERSION 2  

Article 1. DEFINITIONS

The definitions stated below in capital letters have the following meaning in the context of these general terms and conditions:

  1. Professional regulations: the professional rules and rules of conduct that govern all accountants due to registration in the accountants’ register of the NBA (the Netherlands Institute of Chartered Accountants);
  2. 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 for the execution or completion of the Assignment. The aforesaid information can be stored in tangible or intangible data carriers, whether or not placed with third parties; 
  3. Employee: a natural person employed by or associated with the Contractor, whether or not on the basis of an employment contract;
  4. Assignment/Agreement: the agreement for the provision of services, under which the Contractor undertakes towards the Client to execute specified Work;
  5. The Client: the natural person or the legal entity who/which has provided the Contractor with the Assignment to execute Work;
  6. The Contractor: the firm that has accepted the Assignment. All Assignments are exclusively accepted and executed by the firm, not by or on account of an individual Employee, even if the Client has provided the Assignment expressly or tacitly for the purpose of execution thereof by a specific Employee or specific Employees. The applicability of Sections 404, 407 subsection 2 and 409, Book 7 of the Civil Code is expressly excluded;
  7. Work: all work to be executed by the Contractor for the benefit of the Client for which an Assignment is provided and which has been accepted by the Contractor, as well as all work ensuing therefrom for, and to be executed by, the Contractor;
  8. Audit Assignment: an Assignment for auditing as defined in the Further regulations for auditing and other standards (“Nadere voorschriften controle- en overige standaarden”);
  9. Services other than audit of financial statements: an Assignment that does not fall under the definition of Audit Assignment.

Article 2. APPLICABILITY

  1. These general terms and conditions apply to: all offers, tenders, Assignments, legal relationships and Agreements, by whatever name, for which the Contractor undertakes/will undertake to execute Work for the Client, as well as all Work ensuing therefrom for the Contractor.
  2. Derogations from, or addendums to, these general terms and conditions, shall only be valid if these have been expressly agreed in writing in, for example, an Agreement (in writing) or in (a further) confirmation of the Assignment. 
  3. If any provision in these general terms and conditions and the Assignment confirmation letter were to  conflict, the provision set out in the Assignment confirmation letter shall be applicable as regards the contradiction.
  4. These general terms and conditions also apply to any additional or subsequent Assignments.
  5. The applicability of the general terms and conditions of the Client is hereby expressly rejected by the Contractor.
  6. Natural persons and legal entities that are involved in the provision of service to the Client by or on behalf of the Contractor, directly or indirectly or in any manner whatsoever, whether or not on the basis of an employment contract, can rely on these general terms and conditions.

Article 3. CLIENT DATA

  1. The Client will be obliged to make all Documents that the Contractor in his/her opinion requires for the correct execution of the Assignment, available to the Contractor in the required form, in the required manner and in a timely manner. The Contractor will determine what must be taken to mean by the required form, the required manner and a timely manner.
  2. The Client guarantees the accuracy, the completeness and the reliability of the Documents provided by the Client, also if these originate from third parties, in so far as this does not ensue otherwise from the nature of the Assignment. 
  3. The Client indemnifies the Contractor against any loss or damage resulting from inaccurate or incomplete Documents.
  4. The extra costs incurred by the Contractor and extra hours worked by the Contractor, as well as the further loss or damage suffered by the Contractor, due to not, not in a timely manner, or not properly providing by the Client of the Documents necessary for the execution of the Work, will be at the Client’s risk and expense. 
  5. In the event of electronic sending by the Contractor of information including, but not limited to tax returns, annual accounts, reports of (and on the orders of) the Client to third parties, the Client will be regarded as the party that signs and sends the information concerned.
  6. The Contractor has the right to suspend the execution of the Assignment until the time when the Client has fulfilled the obligations referred to in the first subclause.
  7. The Contractor will, upon first request in writing from the Client, return to the Client the original Documents provided by the Client.



Article 4. EXECUTION OF THE ASSIGNMENT

  1. The Contractor will execute the Assignment to the best of his/her abilities and with due regard to the applicable legislation and (Professional) regulations. 
  2. The Contractor determines the manner in which the Assignment will be executed and by which Employee(s). 
  3. The Contractor has the right to have Work executed by a third party to be appointed by the Contractor. 

Article 5. (PROFESSIONAL) REGULATIONS

  1. The Client will provide full cooperation to the obligations ensuing for the Contractor from the applicable (Professional) regulations. 
  2. The Contractor will take suitable measures for the protection of the personal data and other confidential information originating from the Client. The Contractor will inform the Employees and the third parties to be engaged of the confidential character of the information. The processing by the Contractor will take place in conformity with the applicable (inter)national legislation and (Professional) regulations in the field of the protection of personal data.
  3. The Client is aware that the Contractor is in some cases obliged on the basis of (inter)national legislation or (Professional) regulations to disclose the Client’s confidential information. In so far as necessary the Client hereby provides permission and cooperation to such disclosure, including (but not limited to) in the cases that the Contractor:
  4. must report executed or intended unusual transactions described in legislation and (Professional) regulations, which become known to the Contractor during the execution of the Work, to the authorities appointed for this purpose by the government; 
  5. must report fraud in specific situations;
  6. is obliged to conduct an investigation of the (the identity of) the Client, or the Client’s client.
  7. The Contractor excludes liability for loss or damage sustained by the Client due to the Contractor’s compliance with the legislation and (Professional) regulations to which it is subject.
  8. Parties will impose their obligations on the basis of this article on any third parties to be engaged by them. 

Article 6. INTELLECTUAL PROPERTY

  1. The execution of the Assignment by the Contractor does not include the transfer of intellectual property rights that are vested in the Contractor. All intellectual property rights arisen during, or ensuing from, the execution of the Assignment belong to the Contractor.  
  2. The Client is expressly prohibited from reproducing, publishing or utilising the products which the Contractor’s intellectual property rights are vested in, or as the case may be the products intellectual property rights are vested in with regard to the use of which the Contractor has acquired the rights of use. This concerns for example (but is not limited to): computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros, and other intellectual work.
  3. The Client is not permitted to provide the products referred to in the second subclause to third parties without prior permission in writing from the Contractor. This does not apply in the event that the Client wishes to acquire an expert opinion regarding the execution of the Work by the Contractor. In that event the Client will impose the Client’s obligations on the basis of this article on the third parties engaged by the Client.

Article 7. FORCE MAJEURE

  1. If parties cannot, not in a timely manner, or not properly fulfil the obligations under the Agreement resulting from force majeure within the meaning of Section 75, Book 6 of the Civil Code, these obligations will be suspended until the time when parties will be able to fulfil these in the agreed manner.
  2. In the event that the situation occurs as referred to in the first subclause, parties will have the right to terminate the Agreement, wholly or in part, in writing and with immediate effect, without the right to any compensation existing. 
  3. If at the occurrence of the force majeure situation the Contractor has already partially fulfilled the agreed obligations, the Contractor will be entitled to in the interim separately invoice the executed Work, and the Client must pay this invoice as if it concerned a separate transaction.

Article 8. FEE AND COSTS

  1. The Work executed by the Contractor will be charged to the Client, on the basis of time spent and costs incurred, unless parties have agreed expressly otherwise such as, for example, payment of a fixed price. The payment of the fee will not be depending on the result of the Work, unless agreed otherwise in writing. The travel time and accommodation costs for the purpose of the Work will be charged separately.

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