General conditions
Article 1: Definitions.
In these Terms and Conditions, the following terms are used in the following meanings unless expressly stated otherwise.
Contractor: TPS Administratie & Advies B.V. (KvK number 78412811), and/or a (legal) person affiliated with TPS Administratie & Advies B.V., i.e. the party who has actually accepted the order.
Client: the other party to the Contractor who has placed an Order to perform work.
Assignment: the work to be mutually determined between the Client and the Contractor to which the Contractor is committed. In these General Terms and Conditions, each partial or follow-up Assignment is considered a separate Assignment. In these General Terms and Conditions, 'Assignment' shall therefore be understood to mean 'partial assignment' or 'follow-up assignment' where appropriate.
Agreement: The agreement, including the terms and conditions, between Client and Contractor pursuant to which the Assignment is performed.
Article 2: Applicability
2.1 The following terms and conditions shall apply to all Contractor's quotations, to all agreements concluded by Contractor and to all acts performed by Contractor within the scope thereof.
2.2 All Contractor's offers - including quotations, brochures and price lists - are free of obligation and may be revoked by Contractor, even after acceptance by Principal. Revocation after acceptance by Principal shall take place without delay.
2.3 An acceptance of Contractor's offer which deviates from that offer shall be regarded as a rejection of the original offer and as a new offer by the Client which is not binding on Contractor. This also applies if the acceptance only deviates from the Contractor's offer on minor points.
2.4 The annulment and/or nullity of any provision of these terms and conditions shall not affect the validity of the remaining provisions of these terms and conditions.
Article 3: Rates
3.1 All rates in quotes quoted by the Contractor shall apply only to those quotes and are subject to revision up to the time the agreement is accepted by the Contractor in writing.
3.2 In addition, rates may be increased after the conclusion of the agreement due to external factors, such as increase in taxes, external supplier rates, currency rates, raw materials, import duties, levies, wages or other charges.
3.3 The rates quoted are always exclusive of VAT and any travel and/or accommodation expenses due.
Article 4: Delivery period, performance of work, complaints
4.1 The delivery time, unless explicitly agreed otherwise, is only approximate. Exceeding the delivery time shall in no case entitle Client to compensation or dissolution of the agreement.
4.2 Contractor is entitled to suspend the further execution of the work as long as Client has not fulfilled all its obligations towards Contractor. This right of suspension applies until such time as the Principal has fulfilled its obligations, unless the Contractor has meanwhile exercised its right to terminate the Agreement. This does not affect any right to compensation.
4.3 The Agreement concluded by Contractor will be performed to the best of its knowledge and ability. Deviations of a minor nature shall not entitle Principal to dissolution and / or compensation. If Client is of the opinion that Contractor's performance does not comply with the Agreement, it is obliged to notify Contractor within eight days after it has detected or could have detected the shortcoming, by letter confirmed by Contractor. The notice of default must contain as detailed a description of the failure as possible, so that the Contractor is able to respond adequately.
Article 5. Duration of Agreement for Payroll Administration Conduct
5.1 The Agreement shall take effect from the date of signature of the offer or agreement and shall apply to the relations of the Parties. The Agreement is entered into for an indefinite period of time until, subject to the provisions of Article 5.2, it is duly terminated by either Party by providing written notice 90 (ninety) days prior to the desired termination date of the Agreement.
5.2 If the Client wishes to terminate the Agreement during a current calendar year, the Client shall compensate the Contractor for loss of profits and pre-funded excess capacity as follows:
- For terminations that become effective between October 1 and August 31, compensation of 80% of the average monthly turnover (excluding VAT) for the past 6 months, multiplied by the number of months remaining in that calendar year, will be payable by Client to Contractor.
- No compensation other than that resulting from the Agreement will apply in the event of a September termination.
Article 6. Provision of information
6.1 At Contractor's request, Client shall provide Contractor in a timely manner with all information which Contractor, in its opinion, requires for the proper performance of the Order or is required 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 not provided on time, the Contractor shall be entitled to immediately suspend the (further) execution of the Engagement.
6.2 The Client shall furthermore be obliged to provide the Contractor, of its own accord, with all information which the Client knows or ought reasonably to know is or may be relevant to the correct execution of the Assignment.
6.3 Client guarantees the accuracy, completeness and reliability of the information provided to Contractor, even if it originates from third parties. Contractor is not liable for damages, of any kind, because Contractor has relied on incorrect and / or incomplete information provided by Client, unless such inaccuracy or incompleteness should have been known to Contractor.
6.4 If the performance of the Order is delayed because the Client fails to fulfill its obligations referred to in paragraphs 1 and 2 or the information provided by the Client does not comply with the provisions of paragraph 3, the resulting (additional) costs shall be for the Client's account and the Contractor shall be entitled to charge the Client an (additional) fee for the (additional) work that has become necessary as a result.
6.5 The information provided by the Client will not be kept by Contractor longer than is necessary or useful for the performance of the Assignment, but in no event longer than the legally prescribed retention period for books, documents and other data carriers, unless the parties have expressly agreed otherwise.
Article 7. Performance of the Assignment and the involvement of third parties
7.1 Contractor shall perform the work within the scope of the Assignment and with due observance of what has been agreed between the parties in that respect, to the best of its understanding, expertise and ability and with due observance of the information obtained by it in accordance with Article 6. The Contractor shall determine by which person or persons and by which means from its organization the Engagement shall be performed, to the exclusion of the provisions of Article 404 of Book 7 of the Civil Code. However, the Contractor does not guarantee the achievement of any particular result.
7.2 The Order shall be performed by Contractor with due observance of the rules of conduct and professional practice applicable to the professionals involved in the performance of the Order. Under no circumstances shall the Contractor be bound to any act or omission that is contrary to or incompatible with the aforementioned rules.
7.3 The work to be performed by Contractor will not (partly) be aimed at detecting fraud, unless the parties have explicitly agreed otherwise. If, in the opinion of the Contractor, the work results in indications of fraud, the Contractor shall report this to the Client without delay, whereby the Contractor shall be obliged to comply with the fraud reporting requirements arising from the rules of conduct and professional practice applicable to the professionals involved in the performance of the Engagement.
7.4 To the extent that the work to be performed by Contractor consists of providing (tax) advice, such (tax) advice will be based on the state of the legislation and case law applicable in the Netherlands, as may reasonably be assumed to be known to Contractor at the time the (tax) advice is provided. When providing (tax) advice, no account will therefore be taken of any subsequent changes in the aforementioned regulations and case law, unless the parties have expressly agreed otherwise.
7.5 To the extent required for the proper execution of the Order, Contractor shall be entitled to have (parts of) the work performed by third parties. The Contractor undertakes to make every effort to ensure that the agreed obligations and quality are achieved.
7.6 The Contractor accepts no liability for the work, which is performed by third parties to the extent that these third parties themselves have entered into an agreement with the Client.
7.7 If it has been agreed that the Assignment will be performed in phases, Contractor may suspend the performance of those parts belonging to a subsequent phase until Client has approved the results of the preceding phase in writing.
Article 8: Risk
The risk of the services provided by Contractor, such as, but not limited to, execution of payments on behalf of Client, personnel administration, payroll, payroll, pension, PAWW or any other declaration to third parties and other services as agreed upon, shall be for Client.
Article 9: Force Majeure
9.1 Circumstances beyond the control and/or control of Contractor which are of such a nature that compliance with the Agreement can no longer or no longer to the full extent reasonably be required of Contractor shall give Contractor the right to terminate the Agreement in whole or in part and/or to suspend the performance thereof without any obligation to pay damages.
9.2 The circumstances referred to in the previous paragraph of this article include the following incomplete and/or delayed delivery by the Customer's suppliers, war and danger of war, full or partial mobilization, import and export bans, measures of Dutch and/or foreign government bodies which make the performance of the agreement more difficult and/or costly than could have been foreseen at the time of concluding the agreement, frost, strikes and/or sit-down strikes, epidemics, traffic disruptions, loss or damage during transport, fire, theft and furthermore all other causes which arise through no fault of the Customer.
Article 10: Liability
10.1 Subject to the provisions of the following paragraph, Contractor shall never be liable for any damage whatsoever, including loss of profits, which may arise for Client from an agreement concluded with Contractor. Principal indemnifies Contractor in this regard against claims by third parties.
10.2 Each Assignment accepted by Contractor is subject to a best-efforts obligation. The Contractor can never be held liable for results that are not achieved. The Contractor is only liable for shortcomings in the performance of the Assignment resulting from intent, gross negligence and incompetence in providing advice and carrying out assignments.
10.3 If Contractor is liable for direct damage which is the direct result of a failure attributable to Contractor in the performance of its obligations under the Assignment, such liability shall be limited to a maximum of one time (1x) the monthly fee. Liability shall at all times be limited to a maximum of the amount of the payment to be made by Octrooibureau Novopatent's insurer in the relevant case.
10.4 Under no circumstances can a claim be made for compensation for damage caused by loss of income of the Client (arising in any way whatsoever) or for indirect and consequential damage.
10.5 Contractor is furthermore not liable for damage caused by acts or omissions of third parties engaged by Client in the performance of the Order, unless such damage is partly caused by intent or gross negligence on the part of Contractor.
10.6 Nor shall the Contractor be liable for damage which could only have been prevented by an act or omission which would have been contrary to or incompatible with the rules of conduct and professional practice applicable to the professionals involved in the performance of the Assignment, unless such damage was caused by intent or gross negligence on the part of the Contractor.
10.7 Contractor is always authorized to limit or undo Client's damage as much as possible, to which Client will give all cooperation.
10.8 Client shall indemnify Contractor against third-party claims for damages relating to or arising from the Assignment performed by Contractor, if and to the extent Contractor is not liable to Client for such damages under the provisions of this article.
10.9 The limitations of liability laid down in the preceding provisions of this Article are also stipulated for the benefit of third parties engaged by Contractor in the performance of the Order, who may thereby rely directly on those limitations of liability.
10.10 All complaints must be made by letter confirmed by Contractor within eight days of delivery of the services, or at least after the defect could reasonably have been detected, on penalty of forfeiture of rights.
Article 11: Handling of complaints
Complaints from the Client should be submitted to and handled by the Contractor.
Article 12: Security
12.1 The Contractor reserves the right to suspend parts of the services to be provided until full payment of the price of all outstanding amounts claimed by the Contractor to the Client and/or to declare the current agreement dissolved without judicial intervention, without prejudice to the Contractor's right to performance and/or damages, including collection costs, interest and penalties.
12.2 Only after full payment of all claims, as referred to in the previous paragraph, the transfer of the services shall take place.
12.3 Also in case of suspension of payment, application for suspension of payment, bankruptcy or liquidation of affairs of Client, Contractor shall have the right described under 12.1.
Article 13: Payment
13.1 Unless expressly agreed otherwise, payment shall be made 14 days from the date of invoice.
13.2 If no payment has been made within 21 days of the invoice date, the Contractor shall be entitled to charge interest equal to the statutory interest rate plus 2% per annum, with part of a month counting for a full month.
13.3 If the invoice amount has not been paid in full by the due date, Principal will be in default by the mere expiry of the term without any summons or notice of default being required. The Contractor will then be entitled to dissolve the Agreement without any judicial intervention. Furthermore, the Client shall then be obliged to reimburse Octrooibureau Novopatent for all costs incurred by Octrooibureau Novopatent for collection of the outstanding amounts:
- In particular, the following shall be borne by him: attorneys' and prosecutors' fees, both in and out of court, also to the extent that they exceed the amounts liquidated by the court, costs of bailiffs, fiduciaries and collection agencies as well as all execution costs;
- the extrajudicial costs of these third parties shall be fixed at 15% of the principal sum, with a minimum of € 200.00.
- The costs of bankruptcy filing, as well as storage costs in case of suspension of delivery, shall also be borne by him.
13.4 If the Client has given the Contractor an authorization for collection and the receivables are reversed, the Contractor will charge the Client € 2.50 collection fee per reversal.
13.5 For a reminder note € 2.50 and for a reminder a further € 5 will be charged by Contractor to Client.
Article 14: Settlement/suspension
14.1 The Client shall not be permitted to set off any amount owed by it to the Contractor against any amounts owed to it by the Contractor or to suspend payment of a corresponding amount.
14.2 In the event of temporary impossibility of delivery, Client shall not be entitled to suspend payment.
14.3 Nor shall the Client be entitled to suspend payment under this Agreement in connection with any other agreement entered into with the Contractor.
Article 15: Choice of Law and Disputes
15.1 All acts performed by Contractor including agreements concluded by Contractor shall be governed by Dutch law.
15.2 Disputes which may arise between Client and Contractor as a result of an agreement concluded by Client with Contractor or as a result of further agreements resulting therefrom will be settled by the competent court in Amsterdam.
Article 16: Acquisition of Personnel
16.1 The Client is not permitted to employ Contractor's personnel or otherwise have them work directly or indirectly for it, unless the Contractor's express prior written permission has been granted and the parties have agreed on a payment for this.
16.2 If the Client acquires personnel from the Contractor, the Client shall pay the Contractor compensation equal to 30% of the gross full-time annual salary of the relevant employee, including vacation allowance and any bonuses, plus a 10% mark-up for recruitment costs and compensation for lost knowledge and experience.
16.3 The Client is also not permitted, for a period of twelve (12) months following the termination of the employment contract between the Contractor and the employee in question, to directly or indirectly employ or otherwise have such employee work for it without the express prior written consent of the Contractor. If this is violated, the compensation specified in Article 16.2 shall apply.
16.4 If a freelancer, contractor or collaboration partner of the Contractor, during the collaboration or for a period of twelve (12) months after the termination of the collaboration with the Contractor, directly or indirectly collaborates in business with the Client without the express prior written consent of the Contractor, the Client shall pay to the Contractor a compensation equal to five hundred (500) times the hourly rate charged by the relevant freelancer, contractor or collaboration partner, to compensate for lost income and business opportunities.