General terms and conditions applicable to assignments given to inFocus N.V. established in Curaçao
Article 1 GENERAL
In these general terms and conditions the following terms have the following meanings:
- Client: the natural person or legal entity who has instructed the contractor to perform work;
- Contractor: the accountants firm that has accepted the assignment;
- Activities: all activities for which an assignment has been given or which are carried out by the contractor for any other reason. The foregoing applies in the broadest sense of the word and in any case includes the activities as stated in the order confirmation;
- Documents: all goods and data made available by the client to the contractor, including documents or data carriers, as well as all goods produced by the contractor in the context of the performance of the assignment, including documents or data carriers.
Article 2 APPLICABILITY
- These general terms and conditions apply to all agreements entered into by the contractor, as well as to all offers made by the contractor.
- Changes to these terms and conditions are only valid if they have been explicitly accepted in writing by the contractor.
Article 3 COMMENCEMENT AND DURATION OF THE AGREEMENT
- The agreement is only concluded and commences at the moment that the order confirmation signed by the client has been returned and signed by the contractor. The confirmation is based on the information provided by the client to the contractor at the time. The confirmation is considered to represent the agreement correctly and completely.
- The contractor is free to prove that the agreement has been concluded in another way.
- The agreement is entered into for an indefinite period of time, unless it follows from the nature or scope of the assignment that it has been entered into for a definite period of time.
Article 4 DETAILS OF CLIENT
- The Client is obliged to provide all documents that the Contractor, in his opinion, needs for the correct execution of the assignment, as well as all other information that is relevant for the execution or completion of the assignment, in the desired form and in the desired manner in a timely manner. available to the contractor.
- The client guarantees the correctness, completeness and reliability of the data and documents made available to the contractor, even if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise.
- The contractor has the right to suspend the execution of the assignment until the moment that the client has fulfilled the obligation referred to in the first and second paragraphs.
- If and insofar as the client so requests, the documents made available will be returned to the client, subject to the provisions of article 15.
- The damage of the contractor resulting from the delay in the performance of the assignment, the extra costs incurred by him and his extra fee, arising from the non-availability, late or improper provision of the required data and documents are at the expense of the client.
Article 5 PERFORMANCE OF THE ASSIGNMENT
- The contractor determines the manner in which and by which persons the assignment will be carried out.
- The contractor may first perform and charge the client for more work than for which the assignment has been given if the client has given permission for this in advance, unless these activities arise from the circumstances referred to in article 4, paragraph 5.
- The Contractor will carry out the assignment in accordance with the applicable (professional) regulations and what is required of him by or pursuant to the law. The client always fully respects the obligations arising from this for the contractor.
- The Contractor has the right to have certain activities performed by a third party to be designated by the Contractor, without notification to the Client, if, in the Contractor’s opinion, this is desirable with a view to an adequate performance of the assignment. If this is reasonably possible, the contractor will consult with the client in advance about engaging third parties.
- The contractor will exercise due care in the selection of third parties to be engaged, but is not liable for any errors made by third parties.
Article 6 CONFIDENTIALITY AND EXCLUSIVITY
- The contractor is obliged to observe secrecy towards third parties with regard to all documents and information of a confidential nature obtained from the client, unless the contractor has an obligation to provide information on the basis of applicable legislation or (professional) regulations.
- The contractor is not entitled to use the information made available to him by the client for a purpose other than that for which it was obtained. However, an exception is made to this in the event that the contractor acts on its own behalf in disciplinary, civil or criminal proceedings in which these documents may be important.
- Unless prior written permission has been granted by the contractor, the client will not disclose the content of reports, advice or other expressions, whether or not in writing, by the contractor, which have not been drawn up or made with the intention of providing third parties with the information contained therein. to make. The client will also ensure that third parties cannot take note of the content referred to in the previous sentence.
- The contractor will impose its obligations under this article on third parties engaged by it.
- The contractor is entitled to use the numerical results obtained after processing, provided that these results cannot be traced back to individual clients, for statistical or comparative purposes.
Article 7 INTELLECTUAL PROPERTY
- The Contractor remains the owner of all intellectual property rights and / or reserves all rights arising from its activities and those which it uses during its activities, such as but not limited to copyrights.
- The client is expressly prohibited from reproducing, disclosing or exploiting those products, including computer programs, system designs, working methods, advice, (model) contracts, templates, macros and other mental products, with or without the involvement of third parties.
- The client is not permitted to make these products available to third parties, other than for the purpose of obtaining an expert opinion regarding the work of the contractor.
Article 8 FORCE MAJEURE
- Force majeure is understood to mean abnormal and unforeseeable circumstances that are independent of the will of the person invoking them and the consequences of which could not be avoided despite all precautions.
- If the contractor cannot, not timely or not properly fulfill his obligations under the agreement as a result of force majeure, those obligations will be suspended until the moment that the contractor is still able to fulfill them in the agreed manner.
- In the event that the situation referred to in the first paragraph occurs, the client has the right to cancel the agreement in whole or in part and with immediate effect in writing.
Article 9 FEES
- The contractor has the right to suspend the execution of the work before the start of the work and in the interim until the moment that the client has paid an advance for the work to be performed to the contractor, or has provided security for this.
- The contractor’s fee does not depend on the outcome of the assignment awarded.
- The contractor is entitled to increase the prices and rates annually on 1 January on the basis of the price indices of Statistics Netherlands Curaçao (12-month average) with reference date July of the previous year.
- The fee of the contractor, if necessary plus advances and invoices from third parties engaged, will be charged to the client monthly, quarterly, annually or after completion of the work, unless the client and the contractor have made other agreements about this. Sales tax will be charged separately on all amounts owed by the client and the contractor.
Artikel 10 BETALING
- Payment by the client of the amounts owed to the contractor must take place, without the client being entitled to any deduction, discount or set-off, within the given payment term, but in no case later than 14 days after the invoice date. Payment must be made in Netherlands Antillean currency (or in US-dollars or Euro’s at the current exchange rate) by transfer of the amount due to the bank account specified by the contractor. The day of payment is the day on which the amount due is credited to the account of the contractor.
- If the client has not paid within the given payment term or, if no payment term has been agreed, has not paid within 14 days after the invoice date, the contractor will immediately owe the statutory interest up to the day after the expiry of 14 days after the invoice date. of satisfaction.
- If the client has not paid within the period referred to in the first paragraph, the client will owe extrajudicial collection costs amounting to 15% of the principal sum. If the contractor has to incur higher costs to collect its claim, these will also be borne by the client.
- In the event of a joint assignment, clients are jointly and severally liable for the payment of the invoice amount, insofar as the activities have been performed for the joint clients, plus the costs and interest as referred to in paragraphs 2 and 3.
- If, in the opinion of the contractor, the financial position or payment history of the client gives rise to this, the contractor is entitled to require the client to immediately provide (additional) security in a form to be determined by the contractor. If the client fails to provide the required security, the contractor is entitled, without prejudice to his other rights, to immediately suspend the further performance of the agreement and all that which the client owes the contractor for whatever reason is immediately due and payable.
Article 11 COMPLAINTS
- A defect in the performance and / or the invoice amount must be in writing as soon as possible, but no later than 30 days after the date of dispatch of the documents or information about which the client protests, or within 30 days after the discovery of the defect in the performance and / or or the invoice amount, if the client demonstrates that he could not reasonably have discovered the defect earlier, to be made known to the contractor.
- A protest as referred to in the first paragraph does not suspend the client’s payment obligation.
- If not protested on time, the client will lose all rights and powers that were available to him on the basis of the defect.
- In the event of a justifiable protest, the contractor has the choice between adjusting the fee charged, improving or redoing the rejected work free of charge or not (no longer) carrying out the assignment in full or in part in exchange for a proportionate refund. of the fee already paid by the client.
Article 12 DELIVERY PERIOD
- If the client owes an advance payment or should he provide information and / or documents required for the execution, the period within which the work must be completed does not start until the payment has been received in full, or the information and / or whether materials have been made available in full.
- Terms within which the work must be completed can only be regarded as deadlines if this has been expressly agreed.
- Unless execution is permanently impossible, the agreement cannot be dissolved by the client due to the term being exceeded, unless the contractor also does not or not fully implement the agreement within a reasonable period notified to him in writing after the agreed delivery term has expired.
Article 13 LIABILITY
- The contractor will perform his activities to the best of his ability and thereby observe the care that can be expected of him as a chartered accountant or accountant-administration consultant.
- The contractor is not liable for damage to the client that arises because the client has provided the contractor with incorrect or incomplete documents or information.
- The client indemnifies the contractor against claims from third parties due to damage caused by the fact that the client has provided the contractor with incorrect or incomplete documents or information, unless the client can demonstrate that the damage is not related to culpable acts or omissions on the part of the client or is caused by intent or gross negligence on the part of the contractor. This provision does not apply to assignments to audit the annual accounts as referred to in Section 2: 393 of the Dutch Civil Code.
- If the client demonstrates that he has suffered damage due to an error on the part of the contractor that can be attributed to him, any liability of the contractor is limited to a maximum of three times the amount of the fee that has been invoiced to the client for the relevant assignment, unless there is intent or gross negligence on the part of the contractor. If there is no specific assignment (for example, there is a standing assignment), then any liability of the contractor is limited to a maximum of three times the amount of the fee that was invoiced to the client for the last year prior to the error, unless there is intent or gross negligence on the part of the contractor.
- The liability of the contractor will under no circumstances exceed the amount that is paid out in the relevant case under the professional liability insurance taken out by the contractor.
- The contractor has the right at all times, if and as far as possible, to undo the damage suffered by the client.
- Client is obliged to take measures to limit damage.
Article 14 TERMINATION
- Client and contractor can cancel the agreement at any time. If the agreement ends before the assignment is completed, the fee is payable to the extent that the contractor has performed work for the client, the provisions of Article 9, second paragraph, apply.
- Termination must be communicated to the other party in writing.
Article 15 RIGHT OF SUSPENSION
- The Contractor is authorized, after careful consideration of interests, to suspend the fulfillment of all its obligations, including the delivery of documents or other matters to the Client or third parties, until all due and payable claims against the Client have been paid in full.
- The provisions of the first paragraph do not apply with regard to goods or documents of the client that have not (yet) been processed by the contractor.
Article 16 EXPIRY PERIOD
Insofar as not provided otherwise in these general terms and conditions, rights of action and other powers of the client for whatever reason against the contractor in connection with the performance of work by the contractor will lapse, in any case after one year after the moment at which the client became known or reasonably known. could be with the existence of these rights and powers.
Article 17 APPLICABLE LAW AND CHOICE OF FORUM
- All agreements between the client and the contractor to which these general terms and conditions apply are governed by Dutch Antillean law.
- All disputes relating to agreements between the client and the contractor, to which these terms and conditions apply, will be settled by the competent court in the district in which the contractor is domiciled.
- The client is free to follow the disciplinary proceedings or to submit the dispute to a disputes board set up for this purpose.
Updated 1 July 2023