TERMS AND CONDITIONS

Table of contents
TERMS AND CONDITIONS VAT-statement.com
ARTICLE 1 – DEFINITIONS
ARTICLE 2 – APPLICABILITY OF GENERAL TERMS AND CONDITIONS
ARTICLE 3 – PAYMENT
ARTICLE 4 – OFFERSANDQUOTATIONS
ARTICLE 5 – PRICES
ARTICLE 6 – PRICEINDEXATION
ARTICLE 7 – PROVISION OF INFORMATION BY THE CLIENT
ARTICLE 8 – WITHDRAWAL OF ASSIGNMENT
ARTICLE 9 – EXECUTION OF THE AGREEMENT
ARTICLE 10 – CONTRACT DURATION ASSIGNMENT
ARTICLE 11 – FORCE MAJEURE
ARTICLE 13 – TRANSFER OF RIGHTS
ARTICLE 14 – WARRANTY
ARTICLE 15 – INSURANCE
ARTICLE 16 – RETENTION OF TITLE, RIGHT OF SUSPENSION AND RIGHT OF RETENTION
ARTICLE 17 – JOINT AND SEVERAL LIABILITY
ARTICLE 18 – LIABILITY
ARTICLE 19 – CLIENT’S LIABILITY
ARTICLE 20 – INDEMNITY
ARTICLE 21 – COMPLAINTDUTY
ARTICLE 22 – INTELLECTUAL PROPERTY
ARTICLE 23 – CONFIDENTIALITY
ARTICLE 24 – PENALTY CLAUSE
ARTICLE 25 – AMENDMENT OF GENERAL TERMS AND CONDITIONS
ARTICLE 26 – APPLICABLE LAW AND COMPETENT COURT
ARTICLE 27 – APPLICATION

1. VAT-statement.com is part of To-Manage.nl, located at Cavaljéstraat 11, 7701 XH Dedemsvaart, Chamber of Commerce: 77318552, EORI number: NL1536364625, is referred to in these general terms and conditions as a service provider.
2. The counterparty of the service provider is referred to as the client in these general terms and conditions.
3. The parties are service provider and client together.
4. The agreement means the service agreement between the parties.

Article 2 – Applicability of general terms and conditions

1. These terms and conditions apply to all quotations, offers, activities, agreements and delivery of services or goods by or on behalf of the service provider.
2. Deviations from these terms and conditions are only possible if this has been agreed explicitly and in writing by the parties.
3. The agreement always contains best efforts obligations for the service provider, not results obligations

Article 3 – Payment

1. Invoices must be paid within 14 days of the invoice date, unless the parties have made other agreements about this or a different payment term is stated on the invoice.
2. If the client does not pay within the agreed term, it will be in default by operation of law, without any reminder being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled his payment obligation.
3. If the client remains in default, the service provider will proceed to collection. The costs related to this collection shall be borne by the client. When the client is in default, he owes the service provider statutory interest, extrajudicial collection costs and other damages. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the service provider against the client are immediately due and payable.
5. If the client refuses to cooperate with the performance of the assignment by the service provider, it is still obliged to pay the agreed price to the service provider.

Article 4 – Offers and quotations

1. Offers are without obligation and valid for a maximum of 14 days, unless a different term of acceptance is stated in the offer. If the offer is not accepted within that period, the offer will lapse.
2. Delivery times in quotations are indicative and do not entitle the buyer to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. The parties must expressly agree on this in writing.

Article 5 – Prices

1. The prices stated on offers, quotations and invoices include the VAT due, unless agreed otherwise.
2. The prices of our services are based on the prices known at the time. Increases in this, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases.
3. With regard to the services, the parties can agree on a fixed price when the agreement is concluded.
4. If no fixed price has been agreed, the rate with regard to the service can be determined on the basis of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider, applicable for the period in which it performs the work, unless a different hourly rate has been agreed.
5. If no rate has been agreed on the basis of the hours actually spent, a target price will be agreed for the service, whereby the service provider is entitled to deviate from this by 10 10%. If the target price is more than 10% higher, the service provider must inform the client in good time why a higher price is justified. In that case, the Client has the right to cancel the part of the assignment that exceeds the target price plus 10%.

Article 6 – Price indexation

1. The Service Provider is entitled to increase its rates annually on 1 July in accordance with the consumer price index (CPI) for all households.

Article 7 – Provision of information by the client

1. The Client shall make all information relevant to the performance of the assignment available to the service provider.
2. The client is obliged to provide all data and documents that the service provider believes are necessary for the correct execution of the assignment, in a timely manner and in the desired form and in the desired manner
3. The client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if these originate from third parties, insofar as the nature of the assignment does not dictate otherwise. It is preferable to deliver this by e-mail.
4. If and insofar as the client requests this, the service provider will return the relevant documents.
5. If the client does not make the information and documents required by the service provider available, or does not do so in time or properly, and the execution of the assignment is delayed as a result, the resulting additional costs and extra fees will be borne by the client.

Article 8 – Withdrawal of order

1. The client is free to terminate the assignment to the service provider at any time.
2. When the client withdraws the assignment, the client is obliged to pay the wages due and the expenses incurred by the service provider.

Article 9 – Execution of the agreement

1. The Service Provider performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. The Service Provider has the right to have work carried out by third parties.
3. The implementation takes place in mutual consultation and after written agreement and payment
of any agreed price or advance.
4. It is the responsibility of the client that the service provider can start
the assignment on time.

Article 10 – Contract duration assignment

1. The agreement between the client and the service provider is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
2. If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the client must declare the service provider in default.

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfillment of its obligations cannot reasonably be expected of the service provider. These circumstances also include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
2. If a situation as referred to above occurs as a result of which the service provider cannot fulfill its obligations towards the client, those obligations will be suspended as long as the service provider cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
3. In the case referred to in the second paragraph of this article, the service provider is not obliged to pay compensation for any damage, not even if the service provider enjoys any advantage as a result of the force majeure situation.

Article 13– Transfer of rights

1. Rights of either party under this Agreement may not be transferred without the prior written consent of the other party. This provision applies as a clause with effect under property law as referred to in Section 3:83(2) of the Dutch Civil Code.

Article 14– Warranty

1. The parties have entered into an agreement of a service nature, which only contains an obligation of effort and no obligation of result for VAT-statement.com.

Article 15– Insurance

1. The client undertakes to adequately insure and keep insured the delivered goods that are necessary for the implementation of the underlying agreement, as well as the service provider’s goods that are present at the client’s premises and goods that have been delivered under retention of title, against, among other things, fire, explosion, water damage as well as theft.
2. The Client will make the policy of these insurances available for inspection on first request.

Article 16 – Retention of title, right of suspension and right of retention

1. The goods present at the client and the goods and parts delivered remain the property of the service provider until the client has paid the entire agreed price. Until that time, the service provider can invoke its retention of title and take back the goods.
2. If the agreed amount(s) to be paid in advance are not paid or not paid on time, the service provider has the right to suspend the work until the agreed part has been paid. In that case, there is creditor default. In that case, a late delivery cannot be invoked against the service provider.
3. The Service Provider is not authorized to pledge or encumber in any other way the goods falling under its retention of title.
4. If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. In that case, the item will not be delivered until the client has paid in full and in accordance with the agreement.
5. In the event of liquidation, insolvency or suspension of payment of the client, the client’s obligations are immediately due and payable.

Article 17 – Joint and several liability

1. If the assignment is given by more than one client, then all clients are jointly and severally liable for the fulfillment of all obligations arising from these general terms and conditions and the present agreement.

Article 18– Liability

1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the (professional) liability insurance(s). This amount is increased by the amount of the deductible according to the relevant policy.
2. The limitation of liability also applies if the service provider is held liable for damage resulting directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the service provider in the performance of the assignment.

Article 19 – Client’s liability

1. If an assignment is given by more than one person, each of them is jointly and severally liable for the amounts owed to the service provider under that assignment.

Article 20 – Indemnification

1. The client indemnifies the service provider against all third-party claims related to the services provided by the service provider.

Article 21 – Complaint obligation

1. The client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately.
2. In any case, a complaint cannot lead to the service provider being obliged to perform other work than has been agreed.

Article 22– Intellectual Property

1. Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights (including copyright, patent law, quotations, images, sketches, models, models, etc.
2. The aforementioned intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the service provider.
3. The client undertakes to maintain the confidentiality of the confidential information made available to it by the service provider. Confidential information is in any case understood to mean that to which this article relates, as well as company data. The Client undertakes to impose a written duty of confidentiality within the purport of this provision on its personnel and/or third parties involved in the implementation of this agreement.

Article 23– Confidentiality

1. The client will keep the information (in whatever form) it receives from the service provider and all other information regarding the service provider of which it knows or can reasonably suspect that it is secret or confidential, or information of which it can expect that the dissemination thereof will damage the service provider. can cause, secret and takes all necessary measures to ensure that the client also keeps the said information secret.
2. The confidentiality obligation referred to in the first paragraph of this article does not apply to information:
a. Which at the time the client received this information was already public or has subsequently become public without a violation of a duty of confidentiality resting on it;
b. of which the client can prove that this information was in his possession at the time of provision by the service provider;
c. that the client has received from a third party, whereby this third party was entitled to provide this information to the client;
d. Which is made public by the client on the basis of a legal obligation. 3. The confidentiality obligation described in this article
applies for the duration of this agreement and for a period of three years after its termination.

Article 24 – Penalty clause

1. If the client violates the article of these general terms and conditions on confidentiality or intellectual property, the client will forfeit an immediately due and payable fine of € 1,000.00 to the service provider for each violation and an additional amount of € 100.00 for each day that the violation continues. No prior notice of default or legal proceedings are required for the forfeiture of this fine. Also, there does not have to be any form of damage.
2. The forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of the service provider, including its right to claim compensation in addition to the fine.

Article 25 – Change of general terms and conditions

1. BTW-klar.nl is entitled to change or supplement these general terms and conditions.
2. Minor changes can be made at any time.
3. BTW-verklaring.nl will discuss major substantive changes with the customer in advance as much as
possible.
4. Consumers are entitled to terminate the agreement in the event of a substantial
change to the general terms and conditions.
Article 26 – Applicable law and competent court
1. Dutch law is exclusively applicable to every agreement between the parties.
2. If one or more provisions of these general terms and conditions are regarded as
unreasonably onerous in legal proceedings,
the other provisions will remain in full force.
3. The Dutch court in the district where VAT-statement.com is located has
exclusive jurisdiction to take cognizance of any disputes between the parties. Unless the law prescribes otherwise.

Article 27 – Application

1. These general terms and conditions are applicable from 1 February 2023