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GENERAL TERMS AND CONDITIONS FIRM24 B.V. AND ONLINE FLEX B.V.

Version dated 10 January 2019

Index
Article 1. Definitions
Notarial Services
Article A 1. General
Article A 2. Offers and quotations
Article A 3. Cancellation of a Notarial Service
Article A 4. Money Laundering and Financing Terrorism Act
Article A 5. Liability
Article A 6. Prices and payment
Article A 7. Working days until the date of notarial execution
Article A 8. Changes to the order
Article A 9. Complaints
Article A 10. Change of contractual party
Article A 11. Correct and complete information
Article A 12. Confidentiality
Article A 13. Choice of forum
Legal Services
Article B 1. General
Article B 2. Offers and quotations
Article B 3. Cancellation of a Legal Service
Article B 4. Liability
Article B 5. Disputes
Administrative services
Article C 1. General
Article C 2. Offers, quotes
Article C 3. Agreement, Content
Article C 4. Cancellation, interruption and delay
Article C 5. Price and price changes
Article C 6. Agreement; duration, suspension and termination
Article C 7. Term and method of implementation of the Administrative Services
Article C 8. Confidentiality and exclusivity
Article C 9. Objections
Article C 10. Payment
Article C 11. Liability for miscommunication
Article C 12. Force majeure
Article C 13. Liability
Article C 14. Intellectual property
Article C 15. Disputes, statute of limitations and applicable law
Tax advice
Article D 1. General
Article D 2. Applicability
Article D 3. Data and information
Article D 4. E-mail and internet use
Article D 5. Execution of the assignment
Article D 6. IP Rights
Article D 7. Confidentiality
Article D 8. Personal data
Article D 9. Fees
Article D 10. Payment
Article D 11. Complaints
Article D 12. Liability
Article D 13. Disputes and choice of forum
Appendix 1. Partners
Article 1. Definitions
1.1 When these terms and conditions refer to one of the bold terms, the
following definition is given:
Subscription: The monthly renewed agreement with regard to the
Administrative Services, as further defined in Article C 3.1;
Terms and Conditions: this document;
Article: Article 1.2;
Annex (s): Article 1.2;
Client: the customer of Services offered on the following Websites
Service: The services offered on the Website by Firm24, Online Flex and / or
the Partners, as further defined in Article 1.6;
FIRM24: The private company with limited liability FIRM24 BV, with its
registered office in Amsterdam, actually established at Anthony Fokkerweg 1,
1059 CM, Amsterdam (as of 1 March 2018: Burgerweeshuispad 201, 1076 ER,
Amsterdam), registered in the Trade Register of the Chamber of Commerce
under number 58579532;
Online Flex: The private limited liability company Online Flex BV, with its
registered office in Amsterdam, actually established at Anthony Fokkerweg 1,
1059CM, Amsterdam (as of 1 March 2018: Burgerweeshuispad 201, 1076ER
Amsterdam), registered in the Trade Register of the Chamber of Commerce
under number 56136706. Online Flex is a 100% subsidiary of FIRM24;
Partner: One or more of the partners of FIRM24 and Online Flex as included
in Appendix 1;
Websites: The website of FIRM24, namely: www.firm24.com, and that of
FIRM24’s 100% daughter Online Flex www.onlineflexbvoprichten.nl as well as
all subdomains;
1.2 Unless the Terms and Conditions expressly provide otherwise, the following
applies to the interpretation of the following articles:
a. a reference in these General Terms to an “Annex” or “Article” shall be
deemed to be an attachment or an Article of the General Terms and
Conditions;
b. a reference to a person counts as a reference to a natural person,
partnership or legal person;
c. the singular is deemed to include the plural and vice versa and a
reference to a masculine form is also deemed to include and refer to a
feminine form and vice versa;
d. the preamble, heading and numbering of Articles and / or Appendices (or
parts thereof) in or with the General Terms and Conditions are only
included to facilitate the use and have no influence on their
interpretation;
e. the Appendices are inseparable from, and form part of, the General
Terms and Conditions. A reference to the General Terms and Conditions
therefore includes a reference to these Appendices;
f. a reference to “subsidiaries”, “group companies” and “participations” is
deemed to be a reference to subsidiaries, group companies or
participations as referred to in Article 2: 24a Dutch Civil Code, Article 2:
24b Dutch Civil Code and 2: 24c Dutch Civil Code; and
g. the words “including” and words of like scope mean “including but not
limited to”.
1.3 The Client can purchase Services from FIRM24 via the Websites
1.4 Online Flex B.V. is 100% subsidiary of FIRM24. All services that are purchased
via onlineflexbvoprichten.nl are, where necessary with the exclusion of
articles 7: 404 and 7: 407 paragraph 2 of the Dutch Civil Code, exclusively
accepted and executed by FIRM24 B.V. FIRM24 is therefore always the
contractual counterparty to Services that are purchased via
onlineflexbvoprichten.nl and FIRM24.com.
1.5 The Services are performed by FIRM24 or by one or more Partners. The Client
indemnifies FIRM24 and Online Flex from any liability when a Partner takes
care of the execution of the Service.
1.6 Client can choose from 4 different categories of Services, namely:
a. Notarial Services, for which the relevant Articles will be indicated with
the letter “A”;
b. Legal Services, for which the relevant Articles will be indicated with the
letter “B”
c. Administrative Services, for which the relevant Articles will be indicated
with the letter “C”; or
d. Tax advice Services, for which the relevant Articles will be indicated with
the letter “D”.
1.7 The conditions under which the Service is provided depend on the type of
Service. These conditions are specified below under the letters A through D.
1.8 The different types of Services are subdivided as follows:
i Notarial Services:
(1) Establishing of a legal person;
(2) Transfer of shares in a legal person;
(3) Amendment of articles of association;
(4) Drafting administrative conditions; and
(5) Other notarial deeds.
ii Legal Services:
(1) Provision of model contracts and other model documents;
(2) Legal advice (including the preparation and assessment of customized
contracts); and
(3) Conducting civil and administrative proceedings ;
iiiAdministrative services:
(1) Updating the (salary) administration;
(2) Processing bank transactions, invoices and the cash book; and
(3) Drafting and submitting declarations;
iv Tax advice Services
(1) All consultancy work, in the broadest sense of the word, with regard to the
tax consequences of actions;
(2) Requesting decisions from the tax authorities in order to end legal
uncertainty; and
(3) Establishing tax facilities.
Notarial Services
Article A 1 General
1.1. FIRM24 provides notarial services via the Websites, which will be
executed by its Partners under the following conditions (hereinafter:
“the Notarial Services”).
1.2. The Partners exercise an independent practice of Notary as referred
to in the Dutch Act on Notaries. They each work for their own account
and risk and under their own respective trade names. In the context
of Notarial Services that they provide through FIRM24, they also trade
under the trade name of FIRM24 with regard to the acquisition of
these services. In their relationship with Clients and in the execution
of the Notarial Services, the Partners are always independent
contractors and are completely independent of FIRM24.
1.3. Since FIRM24 does not itself provide the Notarial Services, but only
undertakes the acquisition thereof for its Partners, Client FIRM24
indemnifies any liability for any damage arising from the Notarial
Services performed by the Partners, both by the Client and by third
parties.
Article A 2 Offers and quotations
2.1. Offers and quotations from FIRM24 are always without obligation.
The obligation to execute the Notarial Services listed on the Website
only comes into effect after FIRM24 has assessed the application form
and on that basis it is prepared to enter into an agreement containing
an obligation to perform a Notarial Service with the Client. FIRM24
can not be held to its offer if that offer, or any part thereof, contains
an obvious mistake or error.
2.2. If the acceptance deviates (whether or not on minor points) from the
offer included in the offer or quotation, FIRM24 is not bound by it,
unless it explicitly accepts this in writing.
2.3. Quotations from FIRM24 always apply as offers made for and on
behalf of its Partners. FIRM24 never enters into an obligation to
implement Notarial Services itself.
Article A 3 Cancellation and refusal of a Notarial Service
3.1. If a Notarial Service is cancelled, it will at all times be deemed to have
been executed for at least 50% due to costs already incurred. A Client
never receives a return payment of more than 50% of the invoiced
amount.
3.2. The Partners of FIRM24 can only proceed to perform Notarial Services
if and insofar as the Notarial Service in that particular case does not
conflict with the Dutch professional rules for Notaries. FIRM24 and its
Partners therefore reserve the right to refuse an application for a
Notarial Service if they cannot perform the required Service under the
professional rules for Notaries. This assessment is made by FIRM24
and / or its Partners.
3.3. If FIRM24 and / or its Partners first accept the request to perform a
Notarial Service on the basis of information provided by the Client,
but subsequently obtain additional information on the basis of which
the performance of that Notarial Service and under those particular
circumstances would lead to an infringement of the professional rules
for Notaries, FIRM24 and / or the Partners reserve the right to cancel
an already accepted request. This reservation applies to additional
information relating to newly created circumstances, as well as to
pre-existing circumstances that existed prior to accepting the
application but which were not yet known to FIRM24 and / or its
partners.
3.4. FIRM24 and / or its partners are in any case entitled to refuse a
request for Notarial Services, or after acceptance the cancellation
thereof, if:
i) Client has, either consciously or unconsciously, provided
incorrect
information to FIRM24 and / or its partners about the ultimate
stakeholder to the Notarial Service,
ii) Client has, either consciously or unconsciously, provided
Incorrect information to FIRM24 and / or its partners regarding his
involvement in bankruptcies in the past
iii) FIRM24 and / or its partners obtain information on the basis of
which Notaries are obliged under the professional rules for
Notaries to conduct further research into the background of the
Client, as a result of which the Service to be performed falls
outside
the scope of the (standardized) Service initially requested and
agreed upon with the Client.
iv) The Service demands an act or omission from FIRM24 and / or
its Partners that is forbidden by law.
3.5. If a Notarial service is cancelled pursuant to article A 3.3 and/or A 3.4 ,
the Client loses all its claims to the restitution of the amount already
paid for the requested Notarial Service. Any such claim is deemed to
be settled with costs already incurred by FIRM24 and / or its Partners
up until then for IT, acquisition, administration and personnel, after
which neither Party has a claim on the other with respect to the
execution of, or any amounts paid for, Notarial Services.
3.6. If a Notarial service has not been completed within one year after the
date of payment thereof by Client and this incompletion is not due to
any acts or omissions of FIRM24 and / or its partners, FIRM24 and / or
its partners shall be free from any obligation to perform this Notarial
Service. In that case, no refund obligation will arise for FIRM24 and /
or its partners vis-à-vis the Client in respect of the invoice amount
already paid for the Notarial Service. Any such claim is deemed to be
settled with costs already incurred by FIRM24 and / or its Partners up
until then for IT, acquisition, administration and personnel, after
which neither Party has a claim on the other with respect to the
execution of, or any amounts paid for, Notarial Services.
3.7. If a Notarial service is not completed within 6 months after the date of
payment thereof by the Client and this incompletion is not due to any
acts or omissions of FIRM24 and / or its partners, FIRM24 and / or its
partners will only be obliged to finalize the Notarial service for the
Client if the Client performs an additional payment of € 100, = exc.
VAT to FIRM24. This amount is used to cover the costs that FIRM24
and / or its partners will incur to reopen the Client’s file.
Article A 4 Money Laundering and Terrorist Financing Act
4.1. In accordance with the Money Laundering and Terrorist Financing Act
(hereinafter in Dutch: “WWFT”), the Partners must identify a potential
Client and verify this identification before they can accept the
request. Verification of the information provided by the potential
Client will take place on the basis of documents, data and information
gathered from independent and reliable sources, such as the
Commercial Register of the Chamber of Commerce and the Municipal
Administration. For clients that are established under foreign law will
be decided on the basis of the information provided by independent
professional business service providers.
4.2. By agreeing to an offer, the Client grants permission to FIRM24 and
the Partners to approach third parties regarding the verification.
Article A 5 Liability
5.1. Any liability of FIRM24, Online Flex and / or the Partners for damage
arising in connection with the performance of a Notarial Service is
limited to the amount paid out in the relevant case under the liability
insurance taken out by that party.
5.2. If, for any reason whatsoever, no payment is made under the
insurance(s) referred to in Article A 5.1, or if no such insurance is
applicable, every liability of FIRM24, Online Flex and / or the Partners
is limited to the amount that the Client has paid for the Notarial
Service in connection with which the damage occurred.
5.3. In every circumstance, the liability of FIRM24, Online Flex and the
Partners is limited to a combined maximum of € 5,000.
Article A 6 Prices and payment
6.1. All prices and rates on the Websites are shown exclusive of VAT and
all other taxes, unless otherwise stated on the Websites or in the
order confirmation email.
6.2. With the aim of aligning the requested Service as much as possible
with the specific business of the Client, the amounts and conditions in
the order confirmation sent by email (by FIRM24 or by one of the
Partners) sometimes deviate from the amounts and conditions stated
on the Websites. In case of a deviation with amounts mentioned on
the Websites, the amounts mentioned in the order confirmations
always supersede those mentioned on the Websites.
6.3. A Client can not derive any rights from obvious errors, typing errors
and omissions on the Websites or in communication from FIRM24.
6.4. If a Notarial Service has not already been paid prior to the execution
of that Service, the Client must pay the full payment to FIRM24 within
5 working days after the execution of that Service, without any right
to deduction, discount or settlement.
6.5. If the Client does not comply with the obligation in Article A 6.4,
default will take effect automatically without any requirement of
additional notice of default.
6.6. Objections against the amount of an invoice do not suspend any
payment obligation.
Article A 7 Working days until the date of notarial execution
7.1. The incorporation period of a BV of 3-5 business days, as advertised
by FIRM24 on the Websites, applies to the incorporation procedure of
a BV with standard specifications in connection with which this term is
mentioned. As soon as the specifications of a BV deviate from these
standard specifications, the stated period does not apply. On the
initiative of the Client, FIRM24 shall then state a specified period for
the incorporation of his / her BV.
7.2. The period referred to in Article A 7.1 starts on the first day, following
the day on which
(i) a correct identity verification of the Cliënt took place
(ii) the power of attorney for the incorporation of the BV is signed by
the client, and
(iii) the draft deed of incorporation has been approved by the client.
All the aforementioned actions by the Client are necessary
prerequisites for the incorporation of a BV.
7.3. When the Websites refer to a “day”, this means “working day”.
Working days are from Monday to Friday, with the exception of
recognized holidays.
7.4. If FIRM24 and / or its Partners exceed a period stated in Article A 7.1,
any liability for any damages arising from this delay will at all times be
limited to the amount that the Client has paid for the incorporation of
his / her BV.
7.5. Client indemnifies FIRM24 and its Partners for any consequential
damages (dutch: “gevolgschade”) that would arise from exceeding the
term referred to in Article A 7.1.
Article A 8 Changes to the order
8.1. If the request changes after the initial acceptance of the offer,
additional costs may be involved. The additional costs will be
communicated in advance by FIRM24 and must be paid before the
performance of the service is completed.
8.2. A change in the legal structure and/or control relationships within the
group to which the Client belongs, as well as any other (financial)
partnerships in which the Client participates or of which the Client
makes part, all in the broadest sense of the word, must be sent to
FIRM24 and the Partners without delay.
8.3. The Client indemnifies FIRM24 and the Partners from any liability
arising from non-compliance with the obligations in Article A 8.2.
Article A 9 Complaints
9.1. Complaints with regard to the work performed and / or the invoice
amount must, under penalty of lapse of all claims, be made in writing
to FIRM24 within 60 days of the date of dispatch of the documents or
information that the Client complains about, or within 60 days of the
discovery of the defect, the error or the shortcoming, if the Client
demonstrates that the Client could not reasonably have discovered
the defect earlier.
9.2. Complaints do not suspend a payment obligation.
9.3. FIRM24 will assess each complaint individually. In the event of a
justified and timely complaint, in the opinion of FIRM24, the Client
will be offered a suiting remedy.
Article A 10 Change of contractual party
10.1. The Client is not permitted to transfer his right to execution of the
Service to third parties, unless FIRM24 expressly agrees to this in
writing. FIRM24 is entitled to attach conditions to this permission,
which will not be withheld on unreasonable grounds. The Client
undertakes in any case to impose all relevant (payment) obligations
from the order and these General Terms and Conditions on the third
party in that case. The Client remains at all times together with this
third party jointly and severally liable for the obligations under the
contract and these General Terms and Conditions.
10.2. Client indemnifies FIRM24 and the Partners in respect of all
third-party claims that may arise as a result of non-fulfillment or
incorrect fulfillment of any obligation by the Client from the order and
/ or the General Terms and Conditions, unless mandatory (inter)
national legislation or (professional) regulation does not allow such a
provision. This indemnity is also stipulated for the benefit of the
(directors of) shareholders, directors or employees of FIRM24 and
third parties engaged by us for the execution of the request, including
the Notarial Partners, who can therefore make a direct appeal to this
indemnification.
Article A 11 Correct and complete information
11.1. The Client guarantees the correctness, completeness and reliability of
the documents and files made available to FIRM24 and the Partners,
even if they come from third parties.
11.2. The Client indemnifies FIRM24 and the Partners from any liability
arising from non-compliance or full compliance with the obligations
from Article A 11.1.
Article A 12 Confidentiality
12.1. The Notarial Services take place under a strict notarial confidentiality
obligation, which also applies to FIRM24.
Article A 13 Choice of forum
13.1. The legal relationship between the Partner and the Client is
exclusively governed by Dutch law. Disputes will only be settled by the
competent Dutch court.
Legal Services
Article B 1 General
B 1.1 This Article B applies to the Legal Services as referred to in Article 1.6.
B 1.2 FIRM24 makes templates for contracts and other model documentation
available via the Website (the “Documents”). The Client is aware that the
Documents are no more than a template that may be used as a framework to
make a contract, but that are not tailored to the specific case of the Client.
The Client uses these Documents and enters into legal relationships on the
basis of these Documents at his sole risk. The Documents are exclusively
intended for Clients and not for commercial exploitation.
B 1.3 If desired, the Client may request FIRM24 to provide other Legal Services to
the Client, or assist the Client in finding the right legal Partner (in the broad
sense) with regard to other Legal Services. Other Legal Services mainly means
obtaining legal advice (for example, drafting or assessing customized
contracts) and preparing and conducting civil and administrative proceedings.
The Client is at all times free to use or not to use the services of either
FIRM24 or one of the Legal Partners.
Article B 2 Offers and quotations
B 2.1 Offers and quotations from FIRM24 are always non-committal. The obligation
to execute the Legal Services listed on the Website only comes into effect
after FIRM24 has assessed the Client’s request and on that basis has entered
into an agreement containing an obligation to perform a Legal Service with
the Client. FIRM24 can not be held to its offers if the Client can reasonably
understand that the offer, or any part thereof, contains an obvious mistake or
error.
B 2.2 If an acceptance deviates from the offer or quotation (whether or not on
minor points), FIRM24 is not bound by it unless FIRM24 expressly accepts this
in writing (including by email).
Article B 3 Cancellation of a Legal Service
B 3.1 FIRM24 and the Partners reserve the right to refuse a request for a Legal
Service if they are unable to accept the application on the basis of
professional rules, or if the quality of their work is insufficiently guaranteed,
for example due to the lack of sufficient specialist knowledge, or due to the
international nature of the request. In such a case, the Client will receive
notice as soon as possible and, where possible, an alternative will be
provided to him.
B 3.2 FIRM24 and the Partners reserve the right to cancel an accepted order if,
after the approval of the application, circumstances occur that demand
cancellation of the order on the basis of professional rules. In such a case, the
Client will receive notice as soon as possible and, where possible, an
alternative will be provided to him.
B 3.3 When a Legal Service is cancelled, there is no right to a refund of the costs
paid for that Service, if these costs have already been incurred. The costs
incurred include the deployment of personnel by FIRM24 or a Partner.
B 3.4 If a Legal Service is cancelled, it will at all times be deemed to have been
executed for at least 50% in connection with acquisition costs. A Client never
returns more than 50% of the invoice amount.
B 3.5 If a Legal Service is not completed within one year after the date of payment
thereof by Client and this lag is not due to any acts or omissions by FIRM24
and / or its partners, FIRM24 and its partners shall be free from any
obligation to perform this Legal Service. In that case, no refund obligation will
arise for FIRM24 and / or its partners towards the Client in respect of the
already paid invoice amount for the Legal Service. Any such claim is deemed
to be settled with costs already incurred by FIRM24 and / or its Partners up
until then for IT, acquisition, administration and personnel, after which
neither Party has a claim on the other with respect to the execution of, or any
amounts paid for, the Legal Service.
Article B 4 Liability
B 4.1 Any liability of FIRM24, Online Flex and / or the Partners for damages arising
in connection with the execution of a Legal Service is limited to the amount
paid out in the relevant case under the liability insurance taken out by that
party.
B 4.2 If, for any reason whatsoever, no payment is made under the
aforementioned insurance (s) referred to in Article B 4.1, or no such
insurance is applicable, every liability of FIRM24, Online Flex and / or the
Partners is limited to the amount that the Client has paid for the Legal Service
in connection with which the damage occurred.
B 4.3 Under any circumstance, the liability of FIRM24, Online Flex and the Partners
for damages that arise in connection with the execution of a Legal Service is
limited to a combined maximum of € 5,000.
Article B 5 Disputes
B 5.1 The legal relationship between FIRM24, the Partner and Client regarding
Legal Services is exclusively governed by Dutch law. Disputes will only be
settled by the competent judge in the court of Amsterdam.
Administrative Services
Article C 1 General
C 1.1 The Articles starting with a C in the General Terms and Conditions are
applicable to all agreements holding a subscription, closed by FIRM24 and its
clients, as well as other Administrative Services closed for the client by or on
behalf of FIRM24.
C 1.2 Announcements through e-mail or by any other electronic means, will,
barring rebuttal, be deemed to be received on the day they are sent.
C 1.3 Conditions used by another party are applicable only if stated expressly and
in writing. A mere reference by the other party to its own conditions or
standard clause comprising the exclusivity of these own conditions is
expressly denied, and does therefore not lead to applicability to this
agreement.
C 1.4 If a deviating agreement is reached in regard to certain subjects arranged in
these terms, all other terms will remain intact. Deviating terms are valid for
one agreement, unless stated otherwise.
C 1.5 If a stipulation of these terms has at any given moment been (partly)
annulled, all other stipulations will remain applicable. Parties can then agree
on new stipulations, taking into consideration the intention of the original
stipulation as much as possible.
Article C 2 Offers, quotes
C 2.1 Offers and quotations from FIRM24 are always without obligation. The
subscriptions mentioned on the website are only established after FIRM24
has assessed the application form an on that basis is prepared to enter into
an agreement containing a subscription with the Other Party. FIRM24 can not
be held to its offers if the Counterparty can reasonably understand that the
offer, or any part thereof, contains an obvious mistake or error.
C 2.2 If the acceptance (whether or not on minor points) deviates from the offer
included in the offer or quotation, then FIRM24 is not bound by it, unless it
explicitly accepts this in writing (including e-mail).
Article C 3 Agreement, content
C 3.1 The agreement between FIRM24 and the Other Party includes, unless
otherwise stated, a subscription for the performance of accounting or
administrative work as described on the Website (to be referred to in these
General Terms and Conditions: “the Subscription”).
C 3.2 The Subscription Fee is calculated per year and depends on the size of the
Counterparty. FIRM24 reserves the right to amend the Subscription Fee in
accordance with any increase in size of the Other Party’s organization.
C 3.3 On the basis of the Subscription, the Other Party is entitled to the services
referred to in paragraph 1, as well as to ask questions to FIRM24 about the
work in question by e-mail and to submit documents to FIRM24 for
evaluation by e-mail.
Article C 4 Cancellation, interruption, delay
C 4.1 If the execution of the Administrative Services is delayed or interrupted while
this is not attributable to FIRM24, the costs incurred and the fee to be
charged up to that time shall be reimbursed to FIRM24 by the Other Party,
without the right to set off or suspend payment.
C 4.2 The Other Party is only entitled to cancel the Subscription in writing prior to
commencement of the execution, if the damage caused by FIRM24 (including
reserved work capacity and preparatory work) is compensated. Cancellation
of the Subscription only binds FIRM24 after its written acceptance.
Article C 5 Price and price changes
C 5.1 All quoted prices exclude any costs to be incurred in the context of the
agreement, including travel and accommodation costs and sales tax (VAT)
and other taxes or levies imposed by the government, unless otherwise
agreed. If no fixed compensation has been agreed, the compensation will be
determined on the basis of the hours actually spent.
C 5.2 The price quoted by FIRM24 for the Administrative Services to be provided by
it applies exclusively to the performance in accordance with the agreed
specifications. FIRM24 is entitled to increase the agreed price if after the
conclusion of the agreement there is unforeseen extra work or increase of
the costs that have to be incurred in connection with the execution of the
agreement or as a result of legislation or regulations.
Article C 6 Agreement, duration, suspension and termination
C 6.1 The Subscription, as well as any other agreement between FIRM24 and the
Other Party is entered into for an indefinite period of time, unless the (nature
of the) agreement provides otherwise.
C 6.2 The Subscription can only be terminated during the first year by the end of
the first year. After the first year, the Subscription can be canceled with due
observance of the term of one month, by the first day of the following
calendar month.
C 6.3 If a Party is liquidated, has applied for suspension of payments, has been
declared bankrupt, or has filed for bankruptcy or the law on debt
restructuring natural persons has been declared applicable to a party, the
other Party has the right to cancel the Subscription. , subject to rights, to
terminate immediately.
C 6.4 If the Counterparty does not strictly comply with any obligation or has
provided inaccurate information or has withheld data, FIRM24 is entitled to
suspend the fulfillment of all obligations towards the Counterparty or to
dissolve the Subscription in whole or in part, without any prior notice of
default and / or judicial intervention is required, while retaining the right for
FIRM24 to claim damages. All that the Counterparty owes to FIRM24 at that
moment will immediately become due and payable.
C 6.5 FIRM24 is entitled to suspend the fulfillment of its obligations or to dissolve
the Subscription if:
i The Other Party does not, not fully or not timely fulfull the
(payment) obligations from the Subscription;
ii after conclusion of the Subscription the circumstances give good
grounds to fear that the Counterparty will not comply with the
obligations from the subscription;
iii The Other Party does not state the security required while closing
the Subscription; of
iv door vertraging bij Wederpartij niet langer van FIRM24 kan worden
gevergd dat zij de verplichtingen uit het Abonnement tegen de
oorspronkelijk overeengekomen condities zal nakomen. Due to
delays at the counterparty FIRM24 can no longer be expected to
fulfill the obligations under the Subscription against the originally
agreed conditions.
C 6.6 FIRM24 is entitled to suspend the delivery of documents or other items to
the Counterparty or third parties until all due and payable claims have been
paid in full.
C 6.7 If the Subscription is dissolved, the claims of FIRM24 are due immediately.
Article C 7 Term and method of implementation of the Administrative
Services
C 7.1 The other party is obliged to cooperate fully and to provide FIRM24 with all
necessary information in a timely manner.
C 7.2 The execution of the Administrative Services takes place within the usual
scheduled or agreed time. A specified or agreed period of execution is
indicative and is not a deadline. FIRM24, even in case of a possibly agreed
deadline, is only in default after the Counterparty has given notice of default
and must then first be given the opportunity to repair or improve its
performance. If the Other Party submits a request for advice to FIRM24 via
the Website or via e-mail, FIRM24 will contact the Other Party within two
working days.
C 7.3 If during the execution of an Administrative Service it appears that, due to
circumstances unknown to FIRM24 or due to force majeure, the
Administrative Service is not executable, FIRM24 has the right to change the
Subscription so that its execution becomes possible. The costs that are
incurred more or less as a result of such a change will be settled between the
parties.
C 7.4 FIRM24 is entitled to have the Subscription or parts thereof executed by third
parties and, with the exception of deviating agreements, acts as the
representative of the Other Party or client. FIRM24 is authorized to accept
any liability limitations of third parties on behalf of the Other Party. If the
assignment (during or after the execution of the agreed activities) is
extended, then the present conditions are also applicable in full.
Article C 8 Confidentiality and exclusivity
C 8.1 FIRM24 is obliged to observe secrecy towards third parties who are not
involved in the execution of the Administrative Services. This confidentiality
does not apply insofar as legal or professional rules, including but not limited
to the duty to report arising from the Act to prevent Money Laundering and
Financing of Terrorism and other national or international regulations with
similar effect, impose FIRM24 a duty of information, or in so far as
Counterparty has waived FIRM24 of the confidentiality obligation. This
provision does not prevent confidential consultations within the organization
of FIRM24 or with its cooperating third parties, insofar as this is necessary for
the careful performance of the agreement or for the proper fulfillment of
legal or professional obligations.
C 8.2 FIRM24 is entitled to use the numerical results obtained after processing,
provided these results can not be traced back to individual Counterparties,
for statistical or comparative purposes.
Article C 9 Objections
C 9.1 The other party is obliged to examine whether FIRM24 has performed the
Administrative Services properly. Objections must, by means of a written
statement which is specified in such a way that FIRM24 can act accordingly,
take place within 14 days after the completion of the work, failing do do so
will confirm obligations from the Subscription between parties as valid.
C 9.2 FIRM24 is always entitled to substitute a new defective performance instead
of a previous faulty performance, unless the default can not be repaired.
Article C 10 Payment
C 10.1 The payment for the Administrative Services is due for each month in
advance payment, to be paid within 14 days after the invoice date, without
any right to discount, settlement or suspension. In the event of overdue
payment, the Other Party will immediately be in default by operation of law
without notice of default being required, and the Other Party can not claim
the Administrative Services agreed upon under the Subscription.
C 10.2 In the event of overdue payment, the Other Party will owe an interest rate of
1% per month or part of a month or, if the statutory interest rate is higher, a
compensation in the amount thereof, as well as the full compensation of
both extrajudicial and judicial collection costs, including the costs for lawyers,
bailiffs and debt collection agencies, which are set at at least 15% of the
principal sum, plus the interest calculated on this, with a minimum of € 250.
C 10.3 A complaint with regard to the executed Administrative Services or deliveries
does not suspend the payment obligation of the Other Party.
Article C 11 Liability for miscommunication
C 11.1 The Other Party bears the risk of misunderstandings with regard to the
content and performance of the Subscription if they are caused by FIRM24
not, incorrectly, not timely or incompletely receiving specifications or other
information.
Article C 12 Force Majeure
C 12.1 If FIRM24 does not, not timely or not properly comply with the obligations
from the Subscription as a result of a lawful or non-attributable cause,
including illness or computer failure, the obligation to perform shall be
suspended until the time that compliance is possible, without there being any
default. The other party can not claim compensation for damages.
C 12.2 FIRM24 will notify the Other Party as soon as possible of force majeure. The
other party then has the right to terminate the Subscription with due
observance of a term of one (1) month, without the right to compensation,
whereby the Administrative Services executed by FIRM24 must be
compensated.
Article C 13 Liability
C 13.1 Any liability of FIRM24, Online Flex and / or the Partners for damage arising in
connection with the performance of an Administrative Service is limited to
the amount paid out in the relevant case under the liability insurance taken
out by that party, plus with the amount of the deductible that is charged to
that party according to the policy conditions.
C 13.2 If, for whatever reason, no payment is made under the aforementioned
insurance (s) referred to in Article C 13.1, all liability of FIRM24, Online Flex
and / or the Partners is limited to the amount that the Client has charged for
that Administrative Service. paid in the 6 months prior to the occurrence of
the damage in connection with which the liability statement has been made.
C 13.3 Under any circumstance, the liability of FIRM24, Online Flex and the Partners
for damage that has arisen in connection with the execution of an
Administrative Service is limited to a combined maximum of € 5,000.
Article C 14 Intellectual Property
C 14.1 FIRM24 reserves all rights with regard to products of the mind which it has
used or produced in connection with the Administrative Services, insofar as
rights may exist or be established in a legal sense.
C 14.2 The Other Party is not permitted (the tools of) to reproduce, reveal, exploit or
provide third parties with these products, including processes, text material
and advice, other than in the usual exercise of the Other Party’s company and
after full payment to FIRM24.
C 14.3 FIRM24 is allowed to use text and / or image information concerning a
project in which it is or was involved in any way, for promotional purposes.
Article C 15 Disputes, statute of limitations and applicable law
C 15.1 A dispute is present as soon as a party declares that there is a dispute, is
governed by Dutch law and submitted to the competent court in Amsterdam.
C 15.2 The limitation period of all claims and defenses with regard to the execution
of the agreement, in deviation from the statutory period, is one (1) year,
starting from the day of completion of the work.
Tax advice
Article D 1 General
D 1.1 The Articles starting with a D in the General Terms and Conditions apply to all
agreements containing the obligation to provide tax advice (hereinafter: the
“Tax Services”) by FIRM24 to the other party (hereinafter: “Client”).
Article D 2 Applicability
D 2.1 The General Terms and Conditions form part of all agreements for the
assignment of FIRM24 to provide Fiscal Services, all resulting and / or related
agreements between the Client and FIRM24, or their legal successors, as well
as all offers made by FIRM24 and / or quotations.
D 2.2 Terms that deviate from the General Terms and Conditions are explicitly
rejected.
D 2.3 If any Article, forming part of the General Terms and Conditions or the
agreement, is null and void or is nullified, the remainder of the agreement
will remain in force as far as possible and the stipulation in question shall be
replaced without delay by agreement with the parties that the scope of the
original stipulation as closely as possible.
Article D 3 Data and information
D 3.1 FIRM24 is only obliged to (further) execute the assignment if the Client has
provided all information requested and / or required by FIRM24 in time in the
form and in the manner as requested by FIRM24. Extra costs, which arise
because the Client has not provided the necessary data or information, not
timely or not properly, will be borne by the Client.
D 3.2 Client is obliged to inform FIRM24 immediately about facts and
circumstances that may be of importance in connection with the execution of
the assignment.
D 3.3 The Client guarantees the correctness, completeness, reliability and legality
of the data and information provided by or on behalf of FIRM24, even if these
originate from third parties or are provided by third parties on its
instructions.
Article D 4 E-mail and internet use
D 4.1 Client and FIRM24 can communicate with each other by means of electronic
mail, including e-mail.
Article D 5 Execution of the assignment
D 5.1 FIRM24 determines the manner in which and by whom the assignment is
carried out, but in doing so respects the wishes expressed by the Client as
much as possible. If FIRM24 wishes to engage third parties in the
performance of the assignment on behalf of the Client, FIRM24 will proceed
only with the approval of the Client.
D 5.2 FIRM24 will execute Fiscal Services to the best of its ability and as a diligent
practitioner; However, FIRM24 can not guarantee the achievement of any
intended result.
D 5.3 Periods within which work must be completed are only deadlines if this has
been agreed in writing.
D 5.4 The contract may not be terminated by the Client for failure to meet the
contract unless it has been established that execution is permanently
impossible, unless FIRM24 does not or does not fully execute the agreement
within a reasonable period of time stated to him after the agreed delivery
period has expired.
Article D 6 IP rights
D 6.1 All rights with regard to products of the mind that FIRM24 develops or uses in
the performance of the assignment, including advice, opinions, working
methods, (model) contracts, systems, system designs and computer
programs, accrue to FIRM24, insofar as they do not already do so to third
parties.
D 6.2 Except with the express prior written consent of FIRM24, the Client is not
permitted to multiply, publish or exploit the products of the mind or the
recording thereof on data carriers, together with or by engagement of third
parties, without prejudice to the provisions in Article D 7.3.
Article D 7 Confidentiality
D 7.1 FIRM24 and / or persons working at / for or affiliated with FIRM24 are
obliged to observe secrecy towards third parties, not including third parties
involved in the execution of the assignment. This obligation does not apply if
there is a legal duty or obligation to disclose or if the Client has released
FIRM24 from his duty of confidentiality.
D 7.2 FIRM24 is only entitled to use the information made available to it by Client
and other information and information that FIRM24 has become aware of in
the performance of its assignment for the purpose for which it was obtained
as well as for the normal business operations of FIRM24 including FIRM24 or
persons affiliated with or employed by FIRM24 to act for themselves in
disciplinary, criminal, civil or administrative proceedings where this
information may be of interest as well as to prevent the aforementioned
procedures.
D 7.3 Except for the express prior written permission of FIRM24, the Client is not
permitted to make the content of reports, opinions or other written
statements of FIRM24 public or otherwise make available to third parties,
except insofar as this directly from the agreement arising, is required to
obtain an expert opinion regarding the relevant activities of FIRM24, the
Client has a legal obligation or obligation to disclose, or if the Client or one of
its directors or employees acts for itself in a disciplinary, civil or criminal
proceedings.
Article D 8 Personal data
D 8.1 Personal data provided to FIRM24 by the Client in the context of an
assignment will be handled by FIRM24 with the greatest possible care and in
accordance with applicable laws and regulations. The FIRM24 policy
regarding personal data is further described in the privacy statement on the
FIRM24 website (https://www.firm24.com/privacy/).
D 8.2
Article D 9 Fees
D 9.1 The Client owes FIRM24 a fee and reimbursement of costs incurred in
accordance with the fee offered in advance by FIRM24.
Article D 10 Payment
D 10.1 Payment must be made without any deduction, discount or settlement in
Euros by payment or transfer to the bank or giro account indicated on the
invoice within fourteen days of the invoice date, failing which Client is in
default.
D 10.2 All out-of-court costs FIRM24 has in connection with the collection of a claim
against the Client are at the expense of the Client.
D 10.3 All costs incurred by FIRM24 in connection with legal proceedings against the
Client shall be borne by the Client, also insofar as these costs exceed the legal
costs of the costs of the costs, unless FIRM24 is convicted as the losing party
of the costs.
D 10.4 FIRM24 reserves the right – even during the performance of an assignment, if
the financial position or the payment behavior of the Client gives cause to do
so in the opinion of FIRM24 – to demand from the Client full or partial
prepayment and / or the provision of security, failing which FIRM24 is
entitled to suspend the fulfillment of its obligations.
Article D 11 Complaints
D 11.1 A complaint with regard to performance or invoice must be made within 30
days after the date of dispatch of the documents or information to which the
complaint pertains, under penalty of forfeiture of all claims, or, if the Client
demonstrates that he could not reasonably have discovered the defect,
within 30 days after the discovery of the defect. Complaints must be made in
writing to FIRM24.
D 11.2 A complaint does not suspend the payment obligation of the Client, except
insofar as FIRM24 has informed the Client that it deems the complaint
legitimate.
D 11.3 If FIRM24 accepts a complaint, FIRM24 has the choice between adjusting the
fee charged, a free re-performance of the relevant work or the complete or
partial non-execution or otherwise of the assignment against a proportionate
refund of the fee already paid by the Client.
Article D 12 Liability
D 12.1 Any liability of FIRM24, Online Flex and / or the Partners for damage that has
arisen in connection with the implementation of a Tax Advice Service, is
limited to the amount paid out in the relevant case under the liability
insurance taken out by that party, increased with the amount of the
deductible that is charged to that party according to the policy conditions.
D 12.2 If, for whatever reason, no payment is made under the aforementioned
insurance policy (Art D 12.1), all liability of FIRM24, Online Flex and / or the
Partners is limited to the amount that the Client has paid for that Tax Advice
Service in the 6 months prior to the occurrence of the damage in connection
with which the liability statement has been made.
D 12.3 Under any circumstance, the liability of FIRM24, Online Flex and the Partners
for damage that has arisen in connection with the execution of a Tax Advice
Service is limited to a combined maximum of € 5,000.
Article D 13 Disputes and choice of forum
D 13.1 Claims that the Client has or believes to have against members of the
Network can only be filed against FIRM24.
D 13.2 All agreements between the Client and FIRM24 are governed exclusively by
Dutch law and only the competent Dutch competent to take cognizance of
the dispute.
Bijlage 1 Partners
Notarial Partners (Partners for Notarial Services)
● Hekkelman Advocaten en Notarissen
● Veldhuizen Beens Van de Castel notarissen
● Matzinger Eversdijk Notarissen
● Pigmans Ras Janssen Notarissen
● Linders Notarissen
● Tomlow & Partners Notarissen
● Lint Notarissen
● Amson & Kolhoff Notarissen
● Alsema van Duin Notarissen
● Stouthart-Hilber Notarissen
● TeekensKarstens Notarissen
● Westland Partners
● Amer Notarissen
● Kooijman Autar Notarissen
● Linde Notarissen
● Damsté Notarissen
● Huijbregts Notarissen
● Sauer & Oonk Notarissen
● Hermans & Schuttevaer Notarissen
● Notaris Goossens
● Daamen De Kort van Tuijl Notarissen
● Elan Notarissen
Legal Partners (Partners for Legal Services)
● Dutch Advocaten
Accountancy Partners (Partners for Accountancy and Fiscal Services)
● Masters in Payroll
● UWBS
● NUWEA Accountants
● Forward Fiscalisten
Insurance Partners (Partners for Insurance)
● Verzekeringen24
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