General

• 1. Client: the natural person or legal entity (you) who has commissioned the Contractor to perform work.
• 2. Contractor: the BEDEC accounting & tax office that concludes the Agreement and applies these general terms and conditions. All Agreements are concluded with the Contractor, to the exclusion of Articles 7:404 and 7:407, paragraph 2 of the Dutch Civil Code, and are performed exclusively by the Contractor. This also applies if it is the explicit or implicit intention of the Client that the Work will be performed by a specific person or persons.
• 3. Work: all work for which a commission has been given or that is performed by the Contractor for other reasons. The foregoing applies in the broadest sense of the word and in any case includes the work as stated in the order confirmation.
• 4. Documents: all goods made available by the Client to the Contractor, including documents or data carriers, as well as all goods manufactured by the Contractor within the framework of the execution of the assignment, including documents or data carriers.
• 5. Agreement: any arrangement between the Contractor on behalf of the Client, in accordance with the provisions of the order confirmation.

Article 1: Applicability

• 1. These general terms and conditions apply to: all offers, quotes, assignments, legal relationships and agreements, however named, in which the Contractor undertakes/will undertake to perform Work for the Client, as well as to all Work resulting therefrom for the Contractor. The present general terms and conditions also apply to all agreements with the Contractor for the performance of which third parties must be involved. The applicability of any general terms and conditions used by the Client is expressly excluded.
• 2. Deviations from, and additions to, these general terms and conditions are only valid if they have been explicitly and in writing agreed upon in, for example, an agreement or order confirmation. If, however, the Client's terms and conditions are declared applicable in writing by the Contractor, those conditions only apply to that specific assignment and not to subsequent assignments. In the event of a conflict between these general terms and conditions and the general terms and conditions used by the Client, these general terms and conditions shall prevail.
• 3. In the event that these general terms and conditions and the order confirmation contain conflicting terms, the terms included in the order confirmation shall apply.
• 4. The applicability of the Client's general terms and conditions is expressly rejected by the Contractor.
• 5. The underlying Agreement, together with the general terms and conditions, represent the entire agreement between the Client and the Contractor with regard to the Work for which the Agreement has been concluded. All previous agreements or proposals made between the parties regarding this matter shall lapse.
• 6. If these general terms and conditions have been declared applicable to an Agreement between the Contractor and the Client once, the Client agrees to the applicability of these general terms and conditions to any future Agreements, unless otherwise agreed upon in writing later.
• 7. Changes and additions to these terms and conditions and/or codes of conduct will be made known via a notification on the internet via www.bedec.nl
• 8. The changes and additions will be binding for the Client and the Contractor from the thirtieth day after the date of the aforementioned publication on the website.

Article 2: Commencement and duration of the Agreement

• 1. Any Agreement is only concluded and commences at the moment that the quote signed by the Client has been signed by the correct legal representative and has been received back by the Contractor. This agreement is based on the information provided by the Client to the Contractor and is deemed to accurately and completely reflect the Agreement. If the Client has not confirmed an assignment in writing, but nevertheless agrees to the Contractor starting the execution of the assignment, the content of the issued quote will be considered as agreed. Further verbal agreements and stipulations are only binding if the Contractor has confirmed them in writing.
• 2. The parties are free to prove the conclusion of the Agreement by other means.
• 3. Every Agreement is entered into for an indefinite period of time unless the nature, content or scope of the granted assignment implies that it has been entered into for a definite period of time.
• 4. The Contractor relies on the data that the Client makes available to it. The data included by the contractor in the quote or Agreement is considered correct, unless the Client makes written corrections to it before the Contractor executes the Agreement. Interim changes from the Client must only be made in writing.
• 5. When an Agreement is executed on behalf of more than one Client, each Client is jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 3: Client Data

• 1. The Contractor is obliged to identify the Client and to record the identification data in accordance with the Wet Identificatie voor Financiële dienstverleners (WIF), to establish their identity on the basis of one of the legally determined documents and to store the relevant data in accordance with the legal provisions, see Privacy policy.
• 2. The administration is kept in the Contractor's accounting program.
• 3. The Client is obliged to provide the Contractor with all data and Documents that the Contractor, in their opinion, needs for the correct execution of the Agreement, in a timely manner in the desired form and manner.
• 4. The Contractor has the right to suspend the execution of the Agreement until the Client has fulfilled the obligation mentioned in the previous paragraph.
• 5. The Client is obliged to inform the Contractor without delay about facts and circumstances that may be important in connection with the execution of the Agreement.
• 6. The Client is responsible for the accuracy, completeness and reliability of the data and Documents provided by or on behalf of them to the Contractor, even if they originate from third parties.
• 7. The Client will provide the necessary financial documents to the Contractor on a monthly basis, but no later than two weeks before the statutory declaration period expires, with regard to tax returns. If the Client fails to do so, the Contractor is entitled to apply an urgent surcharge of 50% on the agreed monthly rate in order to process the necessary tax returns on time. The additional fee resulting from the delay in the execution of the Agreement, caused by the failure to provide the requested data, or not providing it on time or properly, is for the account of the Client.
• 8. The Client will provide the correct login details or authorization as soon as possible, which are necessary for taking care of tax returns, allowances and/or subsidies.
• 9. The Contractor bears no responsibility and accepts no liability with regard to imposed fines, increases or interest that may be charged due to a late declaration when the necessary documentation has not been provided by the Client on time, when there is insufficient available balance in the bank account that the Client has authorized the Contractor for, technical failure and/or force majeure situations.
• 10. If and insofar as the Client so requests, the provided Documents will be returned to them, subject to the provisions of O.

Article 4: Execution of the Agreement

• 1. The Contractor determines the manner in which and by which persons the Agreement is executed. The Contractor will, if possible, take into account timely provided and justified instructions from the Client regarding the execution of the Agreement.
• 2. The Contractor will perform the Work to the best of its ability and as a carefully acting professional. However, the Contractor cannot guarantee the achievement of any intended result.
• 3. The Contractor has the right to have certain Work performed by a person or third party to be designated by the Contractor, without notifying and explicit permission from the Client, if this is deemed desirable by the Contractor.
• 4. The Contractor executes the Agreement in accordance with the codes of conduct and professional rules applicable to them, which are part of the Agreement, and what is required of them by law.
• 5. If, during the term of the Agreement, Work is performed for the profession or business of the Client which does not fall under the Work to which the Agreement relates, these Work will be deemed to have been performed on the basis of separate Agreements.
• 6. Any deadlines specified in the Agreement within which the Work must be performed are only approximate and not strict deadlines. Exceeding such a deadline does not constitute a breach of the Agreement. Deadlines within which the Work must be completed can only be considered as strict deadlines if this has been explicitly and literally agreed upon between the Client and the Contractor.
• 7. The execution of the Agreement is not -unless explicitly stated otherwise in writing- specifically aimed at discovering fraud. If the Work provides indications of fraud, the Contractor will report this to the Client. The Contractor is bound by the applicable laws and regulations and the regulations and guidelines issued by the various professional organizations.

Article 5: Confidentiality

• 1. The Contractor is obliged to maintain confidentiality towards third parties who are not involved in the execution of the Agreement. This confidentiality concerns all information of a confidential nature that has been made available to them by the Client and the results obtained from processing it. This confidentiality does not apply insofar as legal or professional rules, including but not limited to the reporting obligation arising from the Wet ter voorkoming van witwassen en financieren van terrorisme and other national or international regulations with a similar purpose, impose an information obligation on the Contractor insofar as the Client has released the Contractor from the confidentiality obligation. This provision also does not prevent confidential collegial consultation within the Contractor's organization, insofar as the Contractor deems this necessary for a careful execution of the Agreement or for a careful fulfillment of legal or professional obligations.
• 2. The Contractor is entitled to use the numerical results obtained after processing for statistical or comparative purposes, provided that these results cannot be traced back to individual Clients.
• 3. The Contractor is not entitled to use the information made available to them by the Client for any purpose other than that for which it was obtained, with the exception of the provisions in paragraph 2, and in the event that the Contractor acts for themselves in a disciplinary, civil or criminal procedure, where these documents may be of importance. If the Contractor is designated as a co-perpetrator of an offense or crime, they are entitled to disclose Documents of the Client to the Tax Inspector or to the court, if disclosure is necessary in the context of the Contractor's defense.
• 4. Without the explicit prior written consent of the Contractor, the Client is not permitted to disclose the content of advice, opinions or other written or unwritten expressions of the Contractor or otherwise make them available to third parties, except insofar as this directly results from the Agreement, is done to obtain an expert opinion on the relevant Work of the Contractor, the Client has a legal or professional obligation to disclose, or the Client acts for themselves in a disciplinary, civil or criminal procedure.

Article 6: Intellectual property

• 1. The Contractor reserves all rights with regard to intellectual products which they use or have used in the context of the execution of the Agreement with the Client, insofar as rights can exist or be established on those products in a legal sense.
• 2. The Client is expressly prohibited from providing, duplicating, publishing or exploiting those products, including but not limited to computer programs, system designs, methods, advice, contracts and other products, all in the broadest sense of the word, whether or not with the involvement of third parties, to third parties.
• 3. The Client is not permitted to hand over (tools of) those products to third parties, other than for the purpose of obtaining an expert opinion on the Work of the Contractor. In that case, the Client will impose their obligations under this article on the third parties they engage.

Article 7: Force majeure

• 1. The Contractor excludes all liability, insofar as it is not mandatory regulated by Dutch law.
• 2. If it is established that the Contractor is nevertheless liable, the Contractor is only liable insofar as their insurance covers it. If there is no insurance that covers any damage, the Contractor is only liable up to a maximum of 25% of the suffered damage, with a maximum of the net invoice value related to the damage in question.
• 3. The Contractor is never liable for indirect damage of the Client or third parties, including consequential damage and business damage and for damage that is attributable to the Client and/or falls within their risk sphere.
• 4. If certain parts of the Agreement are fulfilled by third parties, the Contractor is not liable for these parts and for the actions of these third parties, if and insofar as this does not take place under their supervision.
• 5. The Contractor is not liable for unlawful acts, careless behavior, or negligence of their subordinates or of those who do not perform work for the Contractor in their employment, or who are directly or indirectly involved in the execution of assignments for the Client in any way, with regard to the work accepted by the Contractor from the Client.

Article 8: Termination and dissolution, breach of contract

• 1. Termination of the agreement must take place exclusively in writing with due observance of a notice period of 1 calendar month.
• 2. If the Client commits a breach of contract in any way, they will already be in default without any notice of default being required. Without prejudice to the provisions of the Dutch Civil Code, in the event of a breach of contract, the Contractor will have the right, at their discretion, to suspend their obligations under the concluded Agreement, or to declare the Agreement dissolved in whole or in part without judicial intervention.
• 3. The parties have the right to dissolve the Agreement with immediate effect, without judicial intervention, by registered letter if:
  a. the other party fails to fulfill one or more obligations arising from the Agreement and has been granted a reasonable period to still fulfill them. The Contractor also has the right, at their discretion, to suspend the execution of the Agreement if the Client fails to fulfill one or more obligations;
  b. the other party applies for bankruptcy or is declared bankrupt, applies for or obtains a suspension of payments, the debt restructuring under the Wet Schuldsanering Natuurlijke Personen is declared applicable to them, or an attachment is placed on all or part of their property or assets, or when the Contractor has good reason to fear that the Client will not fulfill their obligations;
  c. the other party dies, is placed under guardianship or is dissolved;
  d. the other party proceeds to cease or transfer their business or plans to leave the Netherlands.
• 4. The Contractor can make use of their right of retention when terminating the agreement. The accounting - in the broadest sense of the word - will only be transferred when all financial obligations of the Client to the Contractor have been met.

Article 9: Fee

• 1. The Contractor has the right to suspend the execution of their Work before the start of the Work and in the interim until the Client has paid a down payment for the Work to be performed, to be reasonably determined by the Contractor, or has provided security for it. A down payment paid by the Client will in principle be settled with the final invoice.
• 2. The Contractor's fee is not dependent on the outcome of the performed Work.
• 3. The Contractor's fee may consist of a pre-determined amount per agreement and/or may be calculated based on rates per unit of time worked by the Contractor and is due as the Contractor performs Work for the Client.
• 4. If a fixed amount per Agreement has been agreed upon, the Contractor is entitled to additionally charge a rate per unit of time worked, if and insofar as the Work exceeds the Work provided for in the Agreement, which the Client is then also liable to pay.
• 5. If after the conclusion of the agreement, but before the assignment has been fully executed, wages and/or prices undergo a change, the Contractor is entitled to adjust the agreed rate accordingly, unless the Client and Contractor have made other arrangements about this.
• 6. The Contractor's fee, if necessary increased with advances and invoices from engaged third parties, including any sales tax due, is charged to the Client per month, per quarter, per year or after completion of the work.

Article 11: Invoice payments and payment

• 1. Payment of the invoice amount by the Client must be made within the agreed terms, but in no case later than 14 days after the invoice date, in Euros, at the Contractor's office or by means of deposits in favor of a bank account to be designated by them and, insofar as the payment relates to Work, without any right to discount or debt settlement.
• 2. If the Client has not paid within the term mentioned in paragraph 1, or not within the further agreed term, they are legally in default and the Contractor has the right, without any further notice of default being required, to charge the Client the statutory (commercial) interest on the invoiced amount from the due date, up to the day of full payment, all without prejudice to the further rights of the Contractor.
• 3. All costs arising from judicial or extrajudicial collection of the claim are for the account of the Client, even if these costs exceed the judicial costs order. The extrajudicial costs have been set at at least 15% of the amount to be claimed, with a minimum of EUR 250,-.
• 4. If, in the opinion of the Contractor, the financial position or payment behavior of the Client gives cause for it, the Contractor is entitled to demand that the Client provides (additional) security in a form to be determined by the Contractor. If the Client fails to provide the requested security, the Contractor is entitled, without prejudice to their other rights, to immediately suspend the further execution of the Agreement and everything that the Client owes the Contractor for whatever reason is immediately due and payable.
• 5. In the case of a jointly given assignment, the Clients are jointly and severally liable for the payment of the invoice amount, insofar as the Work has been performed for the benefit of the joint Clients.

Article 12: Invoicing

• 1. Invoicing takes place based on an agreed subscription fee, lump sum or hourly rate. All rates are based on an hourly fee of EUR 55,- for a junior employee, EUR 80,- for a medior employee or EUR 125,- for a senior employee. The number of hours actually spent is leading in a final price determination.
• 2. The subscription amount is determined by the number of transactions and hours required for the client's accounting plus the monthly license costs of BEDEC and the advance payment for the annual work. In addition, there may be other services that the client purchases, such as payroll, which will also be added to the monthly amount.
• 3. Monthly installments once invoiced are due at all times and are not eligible for crediting and/or refund.
• 4. Additional work within accounting (advice, financial/tax) and extra work outside of accounting will be charged separately on an hourly basis. This will be discussed with the client in advance. Advice will usually be charged afterwards. When the Client's purchased hour balance is 1 or lower, a new advance invoice will be sent automatically.
• 5. For termination, a notice period of 1 month applies, starting on the 1st of the following month.
• 6. Betalingen, ook die in termijnen, dienen zonder aftrek of verrekening te geschieden binnen 14 dagen na factuurdatum, tenzij schriftelijk anders overeengekomen.
• 7. Complaints or objections about an invoice from the Contractor or services and/or work do not suspend the payment obligation. This does not apply entirely if the Client is a consumer; in the event that a consumer does not pay on time due to a complaint or alleged defect, they are only entitled to withhold the amount related to the disputed part.
• 8. If payment in installments has been agreed, the Contractor is entitled to interrupt the work in case of untimely payment of any installment.
• 9. The Contractor sends the debtor an invoice and collects from the Client or the Client pays the invoice by bank transfer.
• 10. If the Client is in default of their payment obligations, all reasonable costs for obtaining satisfaction out of court will be for the account of the Client. If the Contractor has to take collection measures, the Client is liable for extrajudicial costs in accordance with the Wet Incassokosten. In the case of a commercial agreement (as referred to in article 6:119a paragraph 1 of the Dutch Civil Code), a reimbursement of costs for obtaining satisfaction out of court of 15% of the amount due, and at least EUR 80,-, is due immediately after the invoice's due date, even before a reminder has been sent. Finally, the Client is liable for all other costs, both extrajudicial and judicial, if the Contractor has to take measures to collect their claim.
• 11. Every payment is always intended to settle in the first place all due interest and costs and in the second place the oldest outstanding invoices, regardless of whether the Client states during payment that it relates to a later invoice.

Article 13: Complaints

• 1. Complaints with regard to the performed Work and/or the invoice amount must be made known to the Contractor in writing within 30 days of the dispatch date of the documents or information about which the Client is complaining, or within 30 days of the discovery of the defect, if the Client proves that they could not reasonably have discovered the defect earlier.
• 2. Reclames als in het eerste lid bedoeld, schorten de betalingsverplichting van Opdrachtgever niet op, behoudens voor zover Opdrachtnemer te kennen heeft gegeven dat hij de reclame gegrond acht.
• 3. Bij gegronde klachten zal te allen tijde een onderzoek worden ingesteld door de klachtenfunctionaris en/of de directie van Opdrachtnemer. In geval van een terecht uitgebrachte reclame heeft Opdrachtnemer de keuze tussen aanpassing van het in rekening gebrachte honorarium, het kosteloos verbeteren of opnieuw verrichten van de afgekeurde Werkzaamheden of het geheel of gedeeltelijk niet (meer) uitvoeren van de opdracht tegen een restitutie naar evenredigheid van door Opdrachtgever reeds betaalde honorarium.
• If the complaint is not filed in a timely manner, all rights of the Client in connection with the complaint shall lapse.

Article 14: Liability & indemnity

• 1. The Contractor is only liable to the Client for damage that is the direct result of a (coherent series of) attributable shortcoming(s) in the execution of the Agreement. This liability is limited to the amount that is paid out by the Contractor's liability insurer for the case in question, plus any deductible to be borne by the Contractor under the insurance. If, for whatever reason, the liability insurer does not pay out, the Contractor's liability is limited to the amount of the fee charged for the execution of the Agreement. If the Agreement concerns a long-term agreement with a term of more than one year, the aforementioned amount is set at three times the amount of the fee that was charged to the Client in the twelve months prior to the occurrence of the damage. In no case will the total compensation for the damage based on this article amount to more than EUR 100,000 per event, whereby a series of related events counts as one event, unless the parties – given the scope of the assignment or the risks associated with the assignment – see reason to deviate from this maximum when entering into the Agreement.
• 2. The Contractor is not liable for: damage suffered by the Client or third parties that is the result of the provision of incorrect or incomplete data or information by the Client to the Contractor, or is otherwise the result of an act or omission by the Client; damage suffered by the Client or third parties that is the result of an act or omission by auxiliary persons engaged by the Contractor (employees of the Contractor not included), even if they work for an organization affiliated with the Contractor; business, indirect or consequential damage suffered by the Client or third parties, including but not limited to stagnation in the regular course of business in the Client's company.
• 3. The Contractor at all times has the right, if and insofar as possible, to undo or limit the damage of the Client by repairing or improving the defective product.
• 4. The Contractor is not liable for damage or loss of documents during transport or during shipping by post, regardless of whether the transport or shipping is carried out by or on behalf of the Client, the Contractor or third parties. During the execution of the Assignment, the Client and the Contractor can communicate with each other by means of electronic means at the request of the Client. The Client and the Contractor are not liable to each other for any damage that may arise for either or both of them as a result of the use of electronic means of communication, including - but not limited to - damage as a result of non-delivery or delayed delivery of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transmission of viruses and the failure or malfunction of the telecommunications network or other means required for electronic communication, except insofar as damage is the result of intent or gross negligence. Both the Client and the Contractor will do or omit everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks. The data – extracts from the sender's systems provide compelling evidence of the electronic communication sent by the sender until the moment counter-evidence has been provided by the recipient.
• 5. The Client indemnifies the Contractor against all claims from third parties, including shareholders, directors, supervisory directors and staff of the Client, as well as affiliated legal entities and companies and others who are involved in the Client's organization, which are directly or indirectly related to the execution of the Agreement. The Client indemnifies the Contractor in particular against claims from third parties for damage that has been caused because the Client has provided the Contractor with incorrect or incomplete information, unless the Client proves that the damage is not related to culpable actions or omissions on their part, or has been caused by intent or gross negligence of the Contractor. The foregoing does not apply to assignments for the audit of the annual accounts, as referred to in article 393 Book 2 of the Dutch Civil Code.
• 6. The Client indemnifies the Contractor against all possible claims from third parties, in the event that the Contractor is forced by law and/or their professional rules to return the assignment and/or is forced to cooperate with government agencies, which are entitled to receive information, whether requested or unrequested, that the Contractor has received in the performance of the assignment from the Client or third parties.
• 7. The Contractor is not liable for any damage that arises after logging in to the website or system of third parties when using links on our website, or the use of an API link via our site.

Article 15: Expiration period

Insofar as not otherwise provided for in these general terms and conditions, rights of claim and other powers of the Client, for whatever reason, against the Contractor in connection with the performance of Work by the Contractor, shall in any case expire one year after the moment that the Client became aware or could reasonably have been aware of the existence of these rights and powers. This period does not concern the possibility of submitting a complaint to the designated body for complaint handling and/or the Council for Disputes.

Article 16: Termination

• 1. The Client and Contractor can terminate the Agreement at any time after the first three calendar months, with due observance of the 1-month notice period. If the agreement ends before the assignment is completed, the provisions of L, second paragraph, apply.
• 2. Termination must be communicated to the other party in writing.
• 3. If and insofar as the Contractor terminates the Agreement by giving notice, they are obliged to inform the Client with reasons for the termination and to do everything that the circumstances require in the interest of the Client.

Article 17: Right of suspension

The Contractor has the right to suspend the fulfillment of all their obligations, including the delivery of documents or other items to the Client or third parties, until all due claims on the Client have been paid in full. The Contractor may only refuse the obligation to hand over Documents after a careful consideration of interests has taken place.

Article 18: Applicable law & choice of forum

• 1. Dutch law applies to all Agreements between the Client and the Contractor to which these general terms and conditions apply.
• 2. All disputes related to Agreements between the Client and the Contractor to which these general terms and conditions apply will be settled by the competent court in the district where the Contractor is established.
• 3. In deviation from the provisions in paragraph 2, the Client and the Contractor can choose another method of dispute resolution.