NOAB – Delivery conditions

GENERAL DELIVERY, PAYMENT AND PERFORMANCE CONDITIONS APPLICABLE

TO THE LEGAL RELATIONSHIP BETWEEN THE COMMISSIONING PARTY AND

THE ACCOUNTING AND TAX EXPERT

General

Article 1

1. These General Terms and Conditions apply to all activities carried out by the Contractor, unless explicity stated otherwise in writing.
   b. In these General Conditions, the following terms will have the following meaning:

• Contractor: the natural person who or legal entity that performs the work identified in Article 2;
• Commissioning Party: the natural person who or legal entity that calls in the Contractor;
• Assignment: the work to be mutually agreed between the Commissioning Party and the Contractor that shall be performed by the Contractor and the conditions on which it shall be performed.

Purpose

Article 2

1. All offers will be without obligation, unless the Contractor explicitly stated otherwise in its offers or quotations to the Commissioning Party.
2. These General Terms and Conditions apply to the performance of all activities by the Contractor, such as (among other things) keeping complete bookkeeping and/or administration for the Commissioning Party, preparing annual accounts, preparing tax returns and any follow-ups thereof, advising on issues of a financial, tax and/or business administration nature at the express request of the Commissioning Party, as well as all acts and operations that – in view of the legal relationship and the assignment resulting from it – may be useful in connection with the above-mentioned activities. In addition, these General Terms and Conditions apply to additional services of the Contractor, such as the provision of computer programs (software), systems, models that are related to or related to the Contractor’s activities.
3. These General Terms and Conditions, as well as any future new versions thereof, also apply to agreements concluded with the Contractor at a later date. The Commissioning Party is deemed to (have) (tacitly) agreed with these new version(s).

Conclusion

Article 3

The agreement is concluded at the moment that the Contractor accepts the assignment. The rule in the previous sentence also applies to changes in assignments. If the interest of the Commissioning Party requires immediate full or partial performance by the Contractor, or if the Commissioning Party has expressly requested immediate performance, the agreement will be deemed to have been concluded because the Contractor has actually performed for the Commissioning Party in whole or in part.

Contractor’s obligations

Article 4

1. The Contractor is obliged to carry out the work to the best of its knowledge and ability, insofar as this is possible and desirable, in view of the legal relationship and the resulting assignments.
2. The Contractor is bound by the Money Laundering and Terrorist Financing (Prevention) Act (WWFT) and will carry out the assignment in accordance with this Act.
3. The Contractor shall carry out the work in accordance with the Code of Conduct and Professional Conduct of the Dutch Association of Administration and Tax Experts (NOAB) applicable to him. At the written request of the Commissioning Party, the Contractor shall immediately send the Commissioning Party a copy of the latest version of the said Code of Conduct and Professional Conduct.
4. The manner in which the administration is conducted and the other activities are carried out must, with due observance of any applicable legal provisions, meet the requirements arising from the obligations and responsibilities of the Commissioning Party.
5. If the purpose of the work is to achieve a certain (financial) end result, the Contractor is at all times obliged to use its best efforts to achieve that (financial) end result. Any obligation to achieve a result is excluded.

Obligations of the commissioning Party

Article 5

1. The Commissioning Party must ensure that it refrains from all actions that frustrate or make impossible the execution of the assignment by the Contractor.
2. The Commissioning Party is obliged to provide the Contractor with all data, information and documents required for the execution of the assignment in a timely, complete and correct manner.

Confidentiality

Article 6

The Contractor undertakes to treat all information and documents relating to the assignment, which can reasonably be regarded as confidential and secret, as such. The Contractor is not liable for a breach of confidentiality by the persons employed by the Contractor if the Contractor can demonstrate that this breach could not have been prevented by it.

Cooperation with third parties

Article 7

1. The Contractor may only engage other experts who do not belong to its own company in the execution of its assignment after the necessity or desirability thereof has been determined in consultation with the Commissioning Party.
2. The Contractor accepts no liability for the work carried out by third parties, including the experts referred to in Article 7a.

Breach of contract by the Contractor

Article 8

1. The Contractor is only liable to the Commissioning Party for damage that the Commissioning Party itself suffers as a direct result of shortcomings on the part of the Contractor or persons in its service that have been committed in the performance 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 attention and manner of professional practice, subject to the further restrictions set out below. The Contractor’s liability for damage related to the execution of the assignment and the work and/or services performed for the Commissioning Party is at all times limited to the amount for which the Commissioning Party is insured and paid out by the relevant professional liability insurer.
2. The Contractor’s liability for damage relating to the execution of the assignment and the work or services performed for the Client shall at all times be limited to the amount for which the Contractor is insured and which is paid out by the relevant professional liability insurer.
3. Any liability of the Contractor shall lapse no later than sixty (60) months (5 years) after the tax returns of the relevant financial year have been submitted, to be increased by the period for which a deferral has been granted.
4. Any liability on the part of the Contractor shall lapse if the Commissioning Party has not given the Contractor the opportunity to be present in the event of a tax audit for the period in question, furthermore in the event that the Commissioning Party has not given the Contractor the opportunity to remedy the shortcoming in question and in the event that further work has taken place as a result of or in connection with that shortcoming without the Commissioning Party having given the Contractor the opportunity to involved in this.
5. The Commissioning Party must report the shortcomings referred to in this article within one (1) month after he/she has become aware of them, or should reasonably have become aware of them, failing which any liability on the part of the Contractor will lapse. Liability is excluded in any case and at all times, except and insofar as the professional liability insurance taken out by the Contractor entitles you to a payment.

Breach of contract by the Commissioning Party

Article 9

1. If and insofar as shortcomings in the performance of the work carried out by the Contractor are the result of the Client’s failure to fulfil its obligations in accordance with article 5, or to do so in time or to a sufficient degree, the Contractor shall not be liable at all.
2. Repair of the aforementioned shortcomings as well as limitation of any damage suffered will in such a case take place at the expense of the Contracter

Termination by the Commissioning Party

Article 10

1. The Commissioning Party may terminate an assignment at any time.
2. Termination of the assignment must be done by registered letter.
3. Upon termination of an assignment, between the time of notification of this termination and the time at which this termination takes effect, such a period will in principle be observed, consisting of at least one (1) month, that the Contractor can bring the work in progress or the administration into such a state, so that it can be transferred to the Commissioning Party or a third Party to be designated by the Commissioning Party, without prejudice to the progress of such work, is acceptably practicable, subject to the provisions of Article 9 of these Terms and Conditions.
4. The assignment given to the Contractor does not lapse due to the death of the Commissioning Party; His rights and obligations are transferred to his heirs and/or legal successor.

Suspension/dissolution/termination by the Contractor

Article 11

Without prejudice to the general power of suspension or dissolution referred to in these terms and conditions, if the Commissioning Party fails to fulfil any obligation under the agreement concluded by the parties in a timely manner, does not comply with it, does not comply with it in a timely manner, does not comply with it completely or insufficiently, if the Commissioning Party has applied for bankruptcy or suspension of payment (by a third Party), the Commissioning Party has been seized in any form whatsoever, the Commissioning Party liquidates its business in whole or in part, or stops it or transfers it,  fails to pay the invoices due by him in a timely manner, the right to:

1. to terminate at all times an order given with immediate effect, which termination must be given by registered letter;
2. to request advance payment or security from the Commissioning Party – for all existing or future agreements – before the Contractor commences the delivery of its (further) work;
3. to suspend the provision of its activities and (additional) services;
4. to dissolve the agreement in question, in whole or in part, extrajudicially, by sending the Commissioning Party a written notification to the Commissioning Party, without the need for judicial intervention, all this without prejudice to the Contractor’s rights to compensation;
5. if the Contractor makes use of its rights as set out in this article, the Contractor will never be liable to the Commissioning Party for any damage arising therefrom, both directly and indirectly.

Provision, delivery period and delivery

Article 12

1. Subject to further agreement(s) between the Commissioning Party and the Contractor, the delivery of the required documents, books, documents, administrative and/or other data, etc., shall be made by or on behalf of the Commissioning Party to the Contractor, as well as the delivery by the Contractor to the Commissioning Party, in a manner to be determined by the Contractor and in a form and number to be determined by the Contractor.
2. If the Commissioning Party fails to comply with the provisions referred to in subparagraph a., regardless of the reason for this, the Contractor is entitled to suspend its work. Any resulting damage, in whatever form and extent, cannot lead to liability on the part of the Contractor.

Right of retention

Article 13

1. The Commissioning Party and the Contractor expressly agree that the Contractor is entitled to suspend the delivery of goods until the Commissioning Party 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 legal relationship in question, or a security deemed sufficient in banking transactions for this, for example, an irrevocable bank guarantee.
2. The items referred to in subsection a. shall 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.

Force Majeure

Article 14

1. In the event of strikes, theft, government measures, fire, computer defects, epidemics, loss of data, war, water damage and all other circumstances that prevent performance of the agreement, temporarily or otherwise, the Contractor has the right to either dissolve the agreement by means of a registered letter, or to add the duration of the force majeure to the delivery time.
2. In the event of a situation of force majeure, the Contractor is obliged to inform the Commissioning Party of this immediately.
3. The Commissioning Party is liable for any damage caused by damage to or destruction of documents or documents of third parties, which the Contractor has in custody for the Commissioning Party.
4. In the event of a situation of force majeure that continues for more than one (1) month, the Commissioning Party has the right to terminate the agreement. This termination must take place by registered letter and must be received by the Contractor before the termination of the force majeure.
5. The above-mentioned dissolution does not relieve the Commissioning Party of its 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 Commissioning Party. In the event of dissolution, the Commissioning Party cannot claim compensation.
6. Upon termination of force majeure, the Contractor will inform the Commissioning Party thereof as soon as possible, after which the Contractor will resume the execution of the assignment.

General financial provisions

Article 15

1. If the parties have not agreed otherwise in writing, the Contractor’s fee will be determined on the basis of an hourly fee.
2. At the request of the Commissioning Party, the Contractor shall provide a statement in advance of the estimated costs for the work to be performed by it and/or its staff, either for the purpose of a specific assignment or per calendar year or financial year.

Fee Statement

Article 16

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

Claims

Article 17

1. The complaints must be submitted to the Contractor in writing within 30 (thirty) days after each delivery or – if it concerns defects or defects, that or have been found afterwards – within 30 (thirty) days after such finding. The advertisement will have to contain a (substantiated) description of the complaints and/or defects found.
2. The Contractor shall inform the Commissioning Party within 14 (fourteen) days of the date of receipt of the complaint whether and, if so, how the complaint will be complied with.
3. Complaints regarding deliveries and/or services/services performed by the Contractor and work performed for this purpose expressly do not give the Commissioning Party the authority to suspend the obligation to pay outstanding invoices.
4. Complaints regarding invoices sent by the Contractor to the Commissioning Party must be made within two (2) weeks after the date of sending stated on the invoice. Any right to complain about invoices shall lapse if the period referred to in this paragraph is exceeded, unless the Commissioning Party has not been able to take cognizance of the content of the invoice within the said period on the basis of force majeure to be asserted and proven by the Commissioning Party. In the latter case, the period shall begin to run on the date on which it becomes known.

Intellectual property

Article 18

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, both during and after the execution of the assignment, become and remain the express and exclusive property of the Contractor, regardless of the part played by the Commissioning Party itself or third Party(s) engaged in the creation of the above-mentioned programs,  designs, working methods, etc. The exercise of these rights is exclusively and expressly reserved to the Contractor both during and after the execution of the assignment.

Payment

Article 19

1. The invoice must be paid within 14 (fourteen) days of the date of the invoice, after which the Commissioning Party is in default by operation of law.
2. After the expiry of the period referred to in paragraph a., the Commissioning Party will owe an interest payment of statutory interest pursuant to Article 6:119a of the Dutch Civil Code, whereby part of the month is considered to be the entire month.
3. After the expiry of the period referred to in paragraph a., the Commissioning Party will also owe the Contractor all costs reasonably incurred to obtain payment of the invoice out of court, which costs will amount to at least 15% of the principal amount plus turnover tax with a minimum of 150 euros, without the Contractor being obliged to demonstrate whether it has actually incurred the costs in question. Furthermore, in that case, the Commissioning Party will owe the Contractor all legal costs incurred by the Contractor. If the Contractor engages third parties for the judicial or extrajudicial work, the Commissioning Party will also owe the Contractor all costs incurred by these third parties in connection with extrajudicial activities, directly or indirectly.
4. If, in response to a request to pay an advance or to provide security, a proper response to this request is not forthcoming, the Contractor will be entitled to dissolve the agreement in writing by registered letter or letter with acknowledgement of receipt or by fax with confirmation of dispatch and/or receipt with effect from two twenty-four hours after the date of sending, all this without prejudice to the Contractor’s right to payment of what has already been delivered and to compensation due to the dissolution due to it.
5. Without prejudice to any communication by the Commissioning Party when making its payment and without prejudice to the method of administrative processing of the payment by the Commissioning Party, payments made by the Commissioning Party will always and exclusively be deemed to be deducted from the Contractor’s outstanding amounts in the following manner. First of all, each payment will be deducted from collection costs and interest owed by the Commissioning Party, then payments will be deducted from the Contractor’s oldest outstanding invoices.

Electronic Communications

Article 20

1. During the execution of the assignment, the Commissioning Party and the Contractor may, at the Commissioning Party’s request, communicate with each other by electronic means.
2. The Commissioning Party and the Contractor are not liable to each other for any damage that may result for one or each of them as a result of the use of electronic means of communication, including – but not limited to – damage as a result of non-delivery or delay in the delivery of electronic communications, interception or manipulation of electronic communications by third parties or by software/equipment used for transmission, reception or processing of electronic communications, transmission of viruses and non-functioning or malfunctioning of the telecommunications network or other means necessary for electronic communication, except insofar as the damage is the result of intent or gross negligence.
3. Both the Commissioning Party and the Contractor shall do or refrain from doing all that can reasonably be expected of each of them in order to prevent the occurrence of the forementioned risks.
4. The data extracts from the sender’s computer systems provide compelling evidence of (the content of) the electronic communication sent by the sender until such time as evidence to the contrary has been provided by the sender.

Privacy

Article 21

1. In order for the services to be performed by the Contractor, it may be necessary to collect and temporarily store personal data. The data is processed for the following purposes:

• The formation and execution of the agreement;
• Being able to get in touch with the Commissioning Party and/or the Commissioning Party’s contact persons;
• To further inform the Commissioning Party and contact persons about services and/or relevant products (‘commercial purposes’), whereby if the recipient in question does not wish to receive information, this can easily be indicated by clicking on ‘unsubscribe’ in the email received.

1. 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 General Data Protection Regulation Implementation Act (UAVG).
2. The Contractor has a privacy statement which can be consulted on the website and which is made available at the first request of the commissioning Party or data subject.

Power to amend

Article 22

1. The Contractor is entitled to amend these General Terms and Conditions. The General Terms and Conditions amended by the Contractor will apply to the Commissioning Party from thirty (30) days after the Commissioning Party has been informed of the change in writing, unless the Commissioning Party notifies the Contractor in writing within that period that it objects to the change. In the latter case, the Commissioning Party is entitled to terminate the agreement at the time when the amended General Terms and Conditions would become applicable to the agreement, but only if the amendment entails a substantial increase in the Commissioning Party’s obligations arising from the agreement. The notice of termination must be in writing.
2. If the Commissioning Party has indicated in good time that it will object to the amendment, without having terminated the agreement with authority, the unamended General Terms and Conditions between the parties will remain in force until the assignment has been completed or the agreement has been terminated, but no longer than six (6) months from the end of the aforementioned period of thirty (30) days. If the agreement continues after that, the amended General Terms and Conditions will apply from that date.

Disputes

Article 23

1. All agreements between the Commissioning Party and the Contractor to which these General Terms and Conditions apply are governed by Dutch law.
2. All disputes relating to agreements between the Commissioning Party and the Contractor, 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 Contractor is domiciled, unless it concerns disputes that do not relate to the business or profession of the Commissioning Party.
3. The Commissioning Party is free to follow the procedure of the NOAB disciplinary proceedings.

Filed at the Registry of the District Court of Oost-Brabant as “NOAB conditions”. Adopted on 26 June 2024 by the association NOAB with legal personality.