Terms and conditions

Hereunder you will find the terms and conditions of Maguire Tax & Legal

Article 1 – General

1.1                The terms set forth here under shall have the following meanings:

Client: the opposite party of Contractor with regard to a contract within the meaning of Article 2.1;

Contractor: Maguire Tax & Legal with registered office in Amsterdam (The Netherlands).

1.2                All assignments shall be accepted and performed exclusively by Contractor, subject to the exclusion of Sections 404 and 407 (2), Book 7, of the Netherlands Civil Code.

Article 2 – Applicability

2.1                These general terms and conditions shall apply to (i) all contracts of assignment under which Contractor is obliged to perform activities; (ii) all contracts arising therefrom and relating thereto between Client and Contractor or their respective legal successors; and (iii) all offers or proposals made by Contractor.

2.2                Clauses which depart from these terms and conditions shall only apply if and to the extent expressly confirmed in writing by Contractor to Client.

2.3                If any clause in these general terms and conditions or in the contract is or is held to be invalid, the remainder of the contract shall remain in force to the extent possible and the invalid clause shall be replaced forthwith in consultation between the parties by a clause which reflects the object of the original clause as close as possible.

2.4                If the Assignment is granted verbally, or if the assignment confirmation has not yet been received, the Assignment is deemed to be established under the applicability of these general conditions at the time that the Contractor commences the performance the Assignment at the request of the Client.

Article 3 – Data and information

3.1                Contractor shall only be obliged to perform or continue to perform the assignment after Client has supplied Contractor with all requested data and information in the indicated manner. Any additional costs incurred due to the failure of Client to supply the requested data or information promptly and properly shall be borne by Client.

3.2                Client shall inform Contractor forthwith of any facts and circumstances which may be of importance with regard to the performance of the assignment.

3.3                Client warrants the accuracy, completeness and reliability of the data and information supplied by it or on its behalf to Contractor.

Article 4 – Performance of the assignment

4.1                Contractor shall determine how and by which person(s) the assignment shall be performed, taking into account any wishes expressed by Client as much as possible.

4.2                Contractor shall carry out the work to the best of its ability and with due professional care. Contractor does not however guarantee the achievement of any intended results.

4.3                The Assignment will be performed with due observance of the applicable professional and other regulations required by or in accordance with the law. The Client shall provide full cooperation at all times with the obligations that arise for the Contractor on this basis.

4.4                Dates by which work must be completed shall only be regarded as deadlines whose non-observance constitutes a default (‘fatale termijnen’) if expressly agreed in writing.

4.5                The Client acknowledges, on the basis of the Act on Prevention of Money Laundering and Financing of Terrorism (Wet ter voorkoming van witwassen en financieren van terrorisme – Wwft) the Contractor:

a)             May be required to conduct an investigation into the identity of the Client and/or the customer;

b)            May be required to report certain transactions to the authorities appointed by the government for that purpose.

4.5           Professional and other regulations include, in any case, the Professional Practice Regulations and the Special Code of Conduct of the Dutch Association of Tax Advisers (Reglement Beroepsuitoefening en de Bijzondere Gedragscode van De Nederlandse Orde van Belastingadvisers - NOB).

4.6           The Contractor excludes any liability whatsoever for damages arising as a result of the Contractor’s compliance with legislation and professional and other regulations applicable to him/her.

4.7                 Client shall not be entitled to rescind the contract if and when an agreed deadline is exceeded, unless (i) Contractor also fails to perform its contractual obligations within a reasonable period notified to it in writing after the original date of completion; (ii) it is evident that the performance of the contract will be permanently impossible.

4.8                 In the case of doubt concerning the content and/or sending of electronic mail, the data extracts from the Contractor’s computer systems shall prevail.

Article 5 – Termination

5.1                 The Agreement is concluded for an indefinite period, unless, due to the content, nature or purport of the Assignment granted, it is clear that the Assignment has been concluded for a fixed term.

5.2                 The Client and the Contractor may terminate the Agreement at any time (in the interim) with due observance of a reasonable period of notice, unless the termination or the termination in such a period is contrary to the principles of reasonableness and fairness. The termination must be communicated to the other party in writing.

5.3                 The Agreement may be terminated by either the Contractor or the Client (in the interim) by means of registered post, without due observance of a period of notice, if the other party is not able to pay its debts or if an official receiver, administrator or liquidator is appointed; if the other party undergoes debt restructuring; if the other party ceases its activities for any other reason; if one party considers it reasonably plausible that one of the abovementioned circumstances will arise for the other party; or if a situation arises that justifies the immediate termination in the interest of the terminating party.

5.4                 In all cases of interim or other termination, the Contractor retains the right to payment of the fee notes for all of the activities performed by the Contractor that point in time, which will be made available to the Client, subject to the provisional results of the activities performed until then.

5.5                 If the Client decides on interim or other termination, the Contractor has a right to compensation for capacity utilisation loss, which has arisen for and which can be demonstrated by the Contractor, as well as for reasonable additional costs that were or will be incurred by the Contractor as a result of the early termination of the Agreement (such as costs relating to possible subcontracting), unless there are facts and circumstances that are the basis for the termination and which can be attributed to the Contractor.

5.6                 If the Contractor decides on interim or other termination, the Client has a right to cooperation from the Contractor for the transfer of activities to third parties, unless there are facts and circumstances that are the basis for termination which can be attributed to the Client.

5.7                 Insofar as the transfer of the activities for the Contractor is accompanied by extra costs, these will be charged to the Client.

5.8                 Upon termination of the Agreement, each of the parties shall immediately return to the other party all goods, items and documents in their possession that belong to the other party.

Article 6 – Intellectual property rights

6.1                 Contractor shall be entitled to any and all intellectual property rights developed or used by it during the performance of the assignment, including advice, opinions, working methods, (model)contracts, systems, system designs and computer programs, save insofar as third parties are entitled to such intellectual property rights.

6.2                 Without prior written permission by Contractor, Client shall not reproduce, disclose or exploit such intellectual property or a recording thereof on any data carrier, either alone or in conjunction with or through third parties, without prejudice to the provisions of Article 7.3.

Article 7 – Confidentiality

7.1                 Contractor shall not disclose data and information supplied by or on behalf of Client to third parties who are not involved in the performance of assignment. This obligation shall not apply insofar as Contractor has a legal professional obligation to disclose such information, including her obligations deriving from the Wet Melding Ongebruikelijke Transacties (Law on report of unusual transactions) and Wet Identificatie bij Dienstverlening (Law on identification at the conduct of services) or if Client has released Contractor from its duty of confidentiality.

7.2                 In the event Contractor is acting on behalf of itself in disciplinary, civil or criminal proceedings, it shall entitled to use the data and information supplied by or on behalf of Client as well as other data and information which have come to Contractor’s notice in the course of the assignment, provided such use may be of interest according to the reasonable judgement of Contractor.

7.3                 Without prior written permission by Contractor, Client shall not disclose or make available to third parties in any other way advice, opinions or other statements made by Contractor, whether or not in writing, unless (i) such acting arises directly from the contract or is effected to obtain an expert opinion on the work performed by Contractor, (ii) Client has a legal or professional obligation to disclose the data concerned or is acting on behalf of itself in disciplinary, civil or criminal proceedings.

Article 8 – Fee

8.1           Client shall pay to Contractor a fee and reimburse costs incurred in accordance with Contractor’s usual rates, methods of calculation and working processes.

Article 9 – Payment

9.1                 Payment shall be made in euros by deposit or transfer to the bank or giro account stated on the fee note, without any deduction, discount or set-off, within fourteen (14) days of the fee note date, failing which Client shall be in default.

9.2                 All extra judicial costs incurred by Contractor in connection with the collection of any amounts owed by Client shall be borne by Client.

9.3                 All costs incurred by Contractor in connection with legal proceedings against Client shall be borne by Client, including any and all costs exceeding the legal costs awarded, unless Contractor is ordered to pay the legal costs as losing party.

9.4                 Contractor reserves the right to request Client to provide for full or partial payment in advance or to provide security – even during the performance of an assignment, if the financial position or the pay-ment behaviour of Client in the opinion of Contractor so warrants – failing which Contractor shall be entitled to suspend the performance of its obligations.

Article 10 – Complaints

10.1         Contractor must be informed in writing of any complaints concerning work performed or fees charged within thirty (30) days of the date of dispatch of the documents or information on which such com-plaints are based or, in case Client shall prove that it could not reasonably have discovered the shortcoming earlier, within thirty (30) days after discovery thereof, failing which Client shall forfeit any and all claims relating thereto.

10.2              A complaint shall not entitle Client to suspend its payment obligations, unless Contractor has informed Client that it considers the complaint to be justified.

10.3              In the event of a justified complaint Contractor shall have the right, at its own discretion, either to adapt the fees charged, rectify the shortcoming free of charge, repeat the assignment concerned, or cancel the performance of the assignment partly or in full against a proportional refund of fees paid by Client.

Article 11 – Liability

11.1         Contractor shall be liable to Client for any shortcoming in the performance of the assignment insofar as such shortcoming implies a failure to exercise the due are and expertise which may be expected with regard to the performance of the assignment. However, Contractor shall in no event be liable for (a) damage suffered by Client or third parties resulting from inaccurate or incomplete data or information   supplied by Client to Contractor or from other act or omission by Client; (b) damage suffered by Client or third parties as a result of acts or omissions of auxiliary persons (‘hulppersonen’) engaged by Contractor (not including Contractor’s employees), even if such persons are employed by any organisation affiliated with Contractor; (c) indirect, special or consequential damages suffered by Client or third parties.

11.2         Liability exemptions set forth in Article 10.1 shall not apply to the extent the damage is caused by gross negligence or wilful misconduct on the part of Contractor.

11.3              Contractor’s liability for a shortcoming in the performance of the assignment or for torts committed shall be limited to three times the fees (exclusive of VAT) paid and/or owed by Client to Contractor pursuant to Article 7 in respect of the work to which the loss-causing occurrence relates or is connected, subject to a maximum of twohundred thousand euro (€ 200.000).

11.4              Any and all claims relating to compensation of damages suffered shall be submitted  to Contractor no later than twelve months after Client has discovered or could reasonably have discovered such damage, failing which the right to claim compensation shall lapse.

11.5              Client shall hold harmless and indemnify Contractor against all claims from third parties – including but not limited to shareholders, directors, supervisory directors and employees of Client as well as affiliated legal entities and companies and third parties involved in the organisation of Client – arising from or in connection with the work performed by Contractor for Client, unless such claims are due to gross negligence or wilful misconduct on the part of Contractor.

Article 12 – Limitation period

12.1         Unless these general terms and conditions provide otherwise, any and all claims of Client against Contractor in connection with the performance of the assignment by it, regardless of their nature, shall expire one year after the date Client has become aware or could reasonably have been aware of the existence of such claim.

Article 13 – Choice of law, disputes

13.1         All contracts between Client and Contractor shall be governed exclusively by Dutch law.

13.2         Disputes which do not fall within the jurisdiction of the subdistrict court (‘Kantongerecht’) shall be submitted to the competent court in the place in which the registered office of Contractor is situated.

13.3         Notwithstanding the provisions of Article 13.2, Client and Contractor may choose a different manner of dispute settlement.

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