General terms and conditions
Article 1: Definitions
In these Terms and Conditions, the following terms are used as follows, unless otherwise expressly stated.
Contractor: TPS Administration & Advies B.V. (KvK number 78412811), and/or a (legal) person affiliated with TPS Administration & Advies B.V., i.e. the party that actually accepted the assignment.
Client: the other party of the Contractor who has ordered the performance of work.
Assignment: the activities to be determined by mutual agreement between Client and Contractor, to which the Contractor undertakes. In these General Terms and Conditions, each partial or subsequent assignment is considered a separate Assignment. In these General Terms and Conditions, “Assignment” should therefore include “partial assignment” or “follow-up assignment”, where appropriate.
Agreement: The agreement, including the terms and conditions, between Client and Contractor on the basis of which the Assignment is executed.
Article 2: Applicability
2.1 The following terms and conditions apply to all Contractor offers, to all agreements concluded by Contractor and all actions performed by Contractor in connection therewith.
2.2 All Contractor offers - including quotes, brochures and price lists - are without obligation and can be revoked by the Contractor without any form, even after acceptance by the Client. Revocation after acceptance by the Client will have to take place immediately.
2.3 An acceptance of the Contractor's offer that differs from that offer is considered a rejection of the original offer and as a new offer from the Client that does not bind the Contractor. This also applies if the acceptance differs from the Contractor's offer only on minor points.
2.4 The annulment and/or nullity of any provision of these terms and conditions does not affect the validity of the other provisions of these terms and conditions.
Article 3: Rates
3.1 All rates in the offers mentioned by the Contractor apply only to those offers and can be revised until the agreement has been accepted in writing by the Contractor.
3.2 In addition, the rates may be increased after the conclusion of the agreement due to external factors, such as increased taxes, external supplier rates, currency rates, raw materials, import duties, levies, wages or other charges.
3.3 The specified rates always exclude VAT and any travel and/or accommodation costs due.
Article 4: Delivery time, performance of work, advertising
4.1 Unless explicitly agreed otherwise, the delivery time is only approximate. Exceeding the delivery time does not under any circumstances entitle the Client to compensation or termination of the agreement.
4.2 The Contractor is entitled to suspend the further execution of the work as long as the Client has not fulfilled all its obligations towards the Contractor. This right of suspension applies until the Client has still fulfilled its obligations, unless the Contractor has now made use of its right to terminate the Agreement. This does not affect any right to compensation.
4.3 The agreement concluded by the Contractor will be executed to the best of its knowledge and ability. Minor deviations do not entitle the Client to dissolution and/or compensation. If the Client is of the opinion that the Contractor's performance does not comply with the agreement, it is obliged to inform the Contractor by letter confirmed by the Contractor within eight days after it has discovered or could have discovered the shortcoming. The notice of default must contain as detailed a description as possible of the shortcoming, so that the Contractor is able to respond adequately.
Article 5. Duration of the Agreement for Payroll Administration
5.1 The Agreement enters into force from the date of signing the offer or agreement and applies to the relations of the Parties. The Agreement is concluded for an indefinite period until, subject to the provisions of article 5.2, it is duly terminated by one of the parties by providing written notice 90 (ninety) days prior to the desired end date of the Agreement.
5.2 If the Client wishes to terminate the Agreement during a current calendar year, the Client will compensate the Contractor for the resulting loss of profit and pre-funded excess capacity as follows:
· In case of cancellations that become effective between 1 October and 31 August, compensation of 80% of the average turnover per month (excluding VAT) over the past 6 months, multiplied by the number of months remaining in that calendar year, will be due by the Client to the Contractor.
· In the event of cancellation in September, no compensation other than those resulting from the Agreement will apply.
Article 6. Provision of information
6.1 At its request, the Client is obliged to provide the Contractor with timely all information that the Contractor, in its opinion, needs for the correct execution of the Assignment or is obliged to obtain by law. The information must be provided in the form and manner requested by the Contractor. If the information is not provided or is not provided in a timely manner, the Contractor is authorized to immediately suspend the (further) execution of the Assignment.
6.2 The Client is also obliged to provide the Contractor with timely all information that the Client knows or should reasonably know is or may be important for the correct execution of the Assignment.
6.3 The Client guarantees the accuracy, completeness and reliability of the information provided to the Contractor, even if it comes from third parties. The Contractor is not liable for damage, of whatever nature, because the Contractor relied on incorrect and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness should have been known to the Contractor.
6.4 If the execution of the Assignment is delayed because the Client fails to fulfil its obligations set out in paragraphs 1 and 2 or if the information provided by the Client does not comply with the provisions of paragraph 3, the resulting (additional) costs will be borne by the Client and the Contractor will be authorized to charge (additional) fees for the (additional) work thereby necessary.
6.5 The information provided by the Client will not be kept by the Contractor longer than necessary or appropriate for the execution of the Assignment, but in no case longer than the statutory retention period for books, documents and other data carriers, unless the parties have expressly agreed otherwise.
Article 7. Execution of the Assignment and involving third parties
7.1 The Contractor will carry out the work in the context of the Assignment and taking into account what has been agreed between the parties, to the best of its knowledge, expertise and ability and taking into account the information it has obtained in accordance with article 6. The Contractor determines by which person or persons and with what means from its organization the Assignment will be carried out, excluding the provisions of article 404 of Book 7 of the Civil Code. However, the contractor is not responsible for achieving a certain result.
7.2 The Assignment will be executed by the Contractor in accordance with the rules of conduct and professional practice applicable to the professional practitioners involved in carrying out the Assignment. The Contractor is never obliged to do any act or omission that is contrary to or incompatible with the aforementioned rules.
7.3 The work to be performed by the Contractor will not (partly) be aimed at discovering fraud, unless the parties have expressly agreed otherwise. If, in the Contractor's opinion, the work provides indications of fraud, the Contractor will report this to the Client immediately, with the Contractor obliged to comply with the fraud reporting regulations that result from the rules of conduct and professional conduct applicable to professionals involved in the execution of the Assignment.
7.4 Insofar as the work to be performed by the Contractor consists of providing (tax) advice, that (tax) advice will be based on the state of the regulations and case law applicable in the Netherlands, as the Contractor reasonably assumes at the time of issuing the (tax) advice. When issuing the (tax) advice, any subsequent changes in the aforementioned regulations and case law will therefore not be taken into account, unless the parties have expressly agreed otherwise.
7.5 Insofar as the proper execution of the Assignment requires, the Contractor has the right to have (parts of) the work carried out by third parties. The contractor undertakes to make maximum effort to ensure that the agreed obligations and quality are achieved.
7.6 The Contractor assumes no liability for the work carried out by third parties insofar as these third parties themselves have entered into an agreement with the Client.
7.7 If it has been agreed that the Assignment will be executed in phases, the Contractor may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
Article 8: Risk
The risk of the services provided by the Contractor, such as, but not limited to, execution of payments on behalf of the Client, personnel administration, payroll, pension, PAWW or any other declaration to third parties and other services as agreed, is for the Client.
Article 9: Force majeure
9.1 Circumstances beyond the Contractor's control and/or action that are of such a nature that compliance with the agreement can no longer or no longer be required of the Contractor in full or in full, give the Contractor the right to terminate the agreement in whole or in part and/or to suspend its execution without any obligation to pay compensation.
9.2 The circumstances referred to in the previous paragraph of this article include incomplete and/or delayed delivery by the Client's suppliers, war and the threat of war, total or partial mobilization, import and export prohibitions, measures by Dutch and/or foreign government bodies that make the execution of the agreement more difficult and/or costly than foreseeable when concluding an agreement, frost, strikes and/or business occupations, epidemics, traffic disruptions, loss or damage transport, fire, theft and, furtherly, all other causes, caused outside the Client's will and/or the fault of the Client.
Article 10: Liability
10.1 Subject to the provisions of the following paragraph, the Contractor is never liable for any damage, including business loss that may arise for the Client from an agreement concluded with the Contractor. The Client indemnifies the Contractor in this regard against claims from third parties.
10.2 For each Assignment accepted by the Contractor, there is an obligation to do so. Contractor can never be held liable for results not achieved. The Contractor is only liable for shortcomings in the execution of the Assignment that are the result of intent, gross carelessness and inexpertise in providing advice and executing orders.
10.3 If the Contractor is liable for direct damage, which is the direct result of a shortcoming attributable to the Contractor in fulfilling its obligations under the Assignment, that liability is limited to a maximum of once (1x) the monthly fee. Liability is at all times limited to a maximum of the amount of the benefit to be provided by the Contractor's insurer in the appropriate case.
10.4 Under no circumstances can a claim be made for compensation for damage caused by the loss of income of the Client (caused in any way) or indirect and consequential damage.
10.5 Furthermore, the Contractor is not liable for damage caused by the acts or omissions of third parties involved by the Client in the execution of the Assignment, unless such damage is partly caused by intent or gross negligence on the part of the Contractor.
10.6 Nor is the Contractor liable for damage that could only have been prevented by an act or omission that would have been contrary or incompatible with the rules of conduct and professional applicable to the professionals involved in carrying out the Assignment, unless this damage was caused by intent or gross negligence on the part of the Contractor.
10.7 The Contractor is always entitled to limit or reverse the damage suffered by the Client as much as possible, for which the Client will fully cooperate.
10.8 The Client indemnifies the Contractor against third-party claims in respect of damage related to or arising from the Assignment carried out by the Contractor, if and insofar as the Contractor is not liable to the Client for this under the provisions of this article.
10.9 The liability restrictions set out in the previous provisions of this article are also stipulated for the benefit of third parties engaged by the Contractor in the execution of the Assignment, who can thereby rely directly on those liability limitations.
10.10 All complaints must be made by letter confirmed by the Contractor within eight days of delivery of the services, at least after the defect could reasonably have been detected, under penalty of forfeiture of rights.
Article 11: Handling complaints
Complaints from the Client must be submitted to the Contractor and are dealt with by the Contractor.
Article 12: Guarantee
12.1 The Contractor reserves the right to suspend parts of the services to be provided until the time of full payment of the price of all claims outstanding by the Contractor to the Client and/or to declare the current agreement terminated without judicial intervention, without prejudice to the Contractor's right to compliance and/or compensation, including collection costs, interest and fines.
12.2 Only after full payment of all claims, as referred to in the previous paragraph, will the transfer of the services take place.
12.3 The Contractor also has the right described under 12.1 in the event of suspension of payment, application for suspension of payment, bankruptcy or liquidation of the Client's property.
Article 13: Payment
13.1 Unless expressly agreed otherwise, payment must be made 14 days after the invoice date.
13.2 If no payment has been made within 21 days of the invoice date, the Contractor is entitled to charge interest equal to the statutory interest, plus 2% per annum, with part of a month being counted as a full month.
13.3 If the invoice amount has not been paid in full by the date of due and payable, the Client will be in default due to the mere lapse of the period without any demand or notice of default being required. The contractor is then entitled to terminate the agreement without any judicial intervention. Furthermore, the Client is then obliged to reimburse the Contractor for all costs that the Contractor must incur to collect the outstanding amounts:
· In particular, he is responsible for: claims from lawyers and prosecutors, both in and out of court, including insofar as they exceed the amounts liquidated by the court, costs of bailiffs, agents and collection agencies, as well as all execution costs;
· the extrajudicial costs of these third parties are fixed at 15% of the principal amount, with a minimum of €200.00.
· He is also responsible for the costs of filing for bankruptcy, as well as storage costs in the event of suspension of delivery.
13.4 If the Client has issued a collection authorization to the Contractor and the claims are reversed, the Contractor will charge the Client €2.50 collection costs per reversal.
13.5€ for a reminder note, €2.50 costs and an additional €5 for a reminder will be charged by the Contractor to the Client.
Article 14: Setting/Suspension
14.1 The Client is not allowed to set off any amount it owes to the Contractor against amounts that the Contractor may owe it, or to suspend payment of a corresponding amount.
14.2 In the event of a temporary impossibility of delivery, the Client is not entitled to suspend payment.
14.3 Nor is the Client entitled to suspend payment under this agreement in connection with any other agreement concluded with the Contractor.
Article 15: Choice of Law and Disputes
15.1 All actions performed by the Contractor, including agreements concluded by the Contractor, are governed by Dutch law.
15.2 The disputes that may arise between Client and Contractor as a result of an agreement concluded by Client with Contractor or as a result of further agreements that may result from it will be settled by the competent court in Amsterdam.
‍
Article 16: Takeover of Staff
16.1 The Client is not allowed to hire staff of the Contractor or otherwise have them work for him directly or indirectly, unless the Contractor has given explicit prior written permission to do so and the parties have agreed to pay for this.
16.2 If Client takes over Contractor's staff, Client will pay Contractor compensation equal to 30% of the employee concerned's gross full-time annual salary, including vacation allowance and any bonuses, plus a 10% surcharge for recruitment costs and compensation for lost knowledge and experience.
16.3 The Client is also not allowed, for a period of twelve (12) months after termination of the employment agreement between Contractor and the employee concerned, to hire this employee directly or indirectly or otherwise have it work for him without the Contractor's explicit prior written consent. In case of violation of this, the fee set out in article 16.2 applies.
16.4 If, during the cooperation or during a period of twelve (12) months after termination of the cooperation with the Contractor, a freelancer, contractor or cooperation partner of the Contractor works directly or indirectly in business with the Contractor without the Contractor's express prior written consent, the Client will pay Contractor compensation equal to five hundred (500) times the hourly rate used by the freelancer, contractor or cooperation partner concerned, to compensate for lost income and business opportunities.
‍