General terms and conditions

Article 1. Definitions
In these general terms and conditions, the following definitions shall apply:
We Take Care (we form): the company defined in article 2 of these general terms and conditions, which may also include any subsidiaries or other companies affiliated with us;
Counterparty (you form): The party with whom We Take Care has entered into an Agreement or another party who has accepted the validity of these general terms and conditions;
Agreement: any agreement between We Take Care and you aimed at (tax) administration and tax or business advice;
Written(e): by e-mail, via WhatsApp or other electronic device, by physical document or by post;
Third party or parties: persons or other legal forms that are not parties to the Agreement;
Parties: you and I jointly;

Article 2. Our data
Name: Samenwerkingsplatform platform We Take Care B.V.
Address: De Plank 80A
Postcode and place of business: 5504 ED Veldhoven
Chamber of Commerce number: 74987569

Article 3. General provisions
These general terms and conditions apply to all (legal) acts carried out as a result of the Agreement concluded between us. In addition, these general terms and conditions also apply if we are to carry out additional or new work for you, unless these general terms and conditions cannot apply due to the nature of the work to be carried out.
Unless we have jointly agreed otherwise in Writing, the applicability of other (general) terms and conditions is excluded.
All deviations and additions made to these terms and conditions are valid only if we agree this together In Writing.
If we sometimes deviate from these terms and conditions during the term of the Agreement, this does not mean that you can expect a deviation from us by default. We always have the right to “simply” hold you to these accepted terms and conditions.
The effect of Articles 7:404, 7:407(2) and 7:409 of the Civil Code are excluded.
If there is a conflict between the text of the Agreement and the text of these general terms and conditions, the text of the Agreement shall prevail and shall be leading.

Article 4. The offer
As a main rule, an offer from us is valid for 14 (fourteen) days from the date of signing.
However, an offer from us may have a different validity period. If this is the case, it will be stated in the offer.
Our offer contains a sufficiently accurate description of the service(s) offered. This description enables you to make a proper assessment of the offer. We are not bound by any errors or mistakes in the offer.

Article 5. The Agreement

The Agreement comes into effect the moment the offer and its terms and conditions (if any) are accepted or fulfilled or when we carry out an order granted to us by you at your request. The Agreement supersedes all previously made oral and/or Written agreements between us, and all other communications concerning the subject matter of the Agreement.
If one of the provisions of these general terms and conditions and/or Agreement cannot be invoked – e.g. due to a court annulment -, we will consult together to come up with a new valid provision that comes closest to the then invalid provision. Please note that the invalidity or nullification of a provision does not affect the validity of the entire general terms and conditions and/or Agreement.
If we have justifiable doubts about whether you can fulfil your side of the Agreement, e.g. payment. We have the right not to execute the Agreement.
The right of set-off and suspension are excluded if you are acting in the course of your profession or business.
You grant us the exclusive right to carry out your assigned assignment, unless we have jointly agreed otherwise in Writing.
Does our Agreement result in an additional or follow-up order? Then these general terms and conditions also apply.
We will always try to meet the agreed deadlines. It is only possible that something goes wrong or that we will experience some delay due to heavy workloads. If the agreed delivery time is exceeded, there is no right to compensation. The deadlines mentioned by us are always an indication.

Article 6. Dissolution and notice periods
Unless otherwise agreed In Writing, the Agreement is entered into for an indefinite period of time. This Agreement must be terminated In Writing, which may be done at any time with due observance of a notice period of 3 (three) months and on the understanding that, in the event of termination, you yourself shall ensure that you grant the assignment to another accountant within these 2 (two) months.
As soon as we notice that the Agreement between us can no longer continue, we have the option to immediately terminate, suspend or dissolve the Agreement without prior notice of default. This is the case, for example, if payments stop on your side, there is (imminent) bankruptcy, suspension of payments or seizure of assets. We may decide which option we make use of at that time, whereby we always retain the right to compensation for costs incurred by us, damage suffered and interest.
In addition, we may terminate the Agreement (in whole or in part) in case of (changed) circumstances that would make the Agreement and/or provision of services unlawful or as a result of which the Agreement and/or provision of services would be in breach of applicable professional rules, including but not limited to the independence rules.
If the Agreement terminates due to force majeure, we are entitled to payment for the hours worked, investments made and costs incurred at the time of termination.
Unless we have agreed otherwise In Writing, the assignment to keep the accounts and/or provide tax advice cannot be cancelled. If you nevertheless wish to cancel this assignment, the costs already incurred, including but not limited to the (working) hours, will be for your account.
We may deviate in Writing from the notice periods we have agreed with you.

The operation of Article 7:408 of the Civil Code is excluded.
If the Agreement ends by virtue of termination, dissolution or otherwise before the expiry of the end date, you must ensure that you engage a new accountant within 2 (two) months, so that we can transfer the accounts to the new accountant in full and in a timely manner. In that case, we are also entitled to demand payment for hours already worked and investments made at that time.

Article 7. Implementation
We warrant that all work performed under the Agreement will be carried out to the best of our knowledge and understanding.
We will always do our utmost and endeavour to fulfil the Agreement fully and correctly. Unfortunately, it may happen that the desired result is not achieved.
We may have the right to engage Third Parties in the performance of the Agreement. We do this in order to perform the Agreement as well and promptly as possible. Under circumstances, it may therefore be necessary to share certain data with this Third Party, if necessary for the performance of the Agreement.
If there are unforeseen circumstances related to the performance of the Agreement, we shall inform each other immediately.
Before executing the Agreement, we may give you a preliminary opinion, report and/or other nomination. However, these are preliminary documents. If you act on the basis of one of these documents, this is at your own expense and risk. Only a final document from us – on which is indicated that it is a final one – contains the final results and conclusions of the assignment carried out by us.
We will compile a weekly report which we will send to you. However, circumstances may arise that prevent us from doing this every week. If this is the case, we will notify you and do our best to give you an update as soon as possible. In addition, you will receive a statement from us at the end of each month, stating what needs to be paid and when.
By entering into this Agreement, you know and understand that we must be authorised to represent you for all tax matters for which you have instructed us. You shall therefore ensure that you properly grant us a power of attorney to that effect, or at least cooperate in the granting of a power of attorney. We are explicitly not liable if it turns out afterwards that an unauthorised power of attorney was used.
Under applicable laws and regulations, including but not limited to the Prevention of Money Laundering and Financing of Terrorism Act ‘Wwft’), we are required to verify your identity and that of the beneficial owner.
In some cases, applicable laws and regulations require us to disclose certain information to the authorities, including but not limited to:
unusual transactions, as referred to in the Wwft;
cross-border arrangements; and
(alleged) violations of laws and regulations and/or other irregularities.
Under such laws and regulations, we may not always report to you that we have had to report such information to the authorities.
Neither you nor we will do or omit to do anything in favour of or for the benefit of the other party that may result in the other party being guilty of or involved in a non-compliance with laws and regulations.

We will retain electronic or paper files for a period of at least 7 (seven) years after the last communication with you regarding the relevant assignment and/or Agreement. After this period, we may destroy the files. We do not take into account any retention obligations you may have. You therefore bear full responsibility with regard to such obligations.
We process personal data from you to the extent necessary for the performance of the Agreement. Please also refer to Chapter II of these general terms and conditions for this purpose.
If we have a reasonable suspicion that you are (possibly) guilty of dubious or harmful matters, such as fraud, tax evasion, withdrawing cash amounts of €5,000 (five thousand) or more, transferring amounts of €5,000 (five thousand) or more that do not belong to the usual business operations, working with or accepting black money, etc., we are entitled to suspend or terminate the performance of the Agreement. In addition, we may make a report of this to the applicable authority or authorities.

Article 8. Liability
General provisions on liability:
The total liability of We Take Care is limited to compensation for damages up to the amount of our Agreement. In no case will the total compensation for damages exceed the amount paid out by our liability insurance.
Does an Agreement last for several months? Then we will only reimburse an amount equal to the payments made by you over the past 6 (six) months.
Not limited is our liability for damages resulting from intentional or deliberate recklessness on our part.
You must report any damage to us in Writing on time. If you do not report the damage to us no later than 1 (one) year after it occurred, the claim will expire and we will no longer compensate any damage.
We are not liable for damage caused by auxiliary persons as referred to in Article 6:76 of the Civil Code.
We are not liable for damages of any kind due to the fact that we relied on incorrect and/or incomplete data you provided to us or if you provided data too late.
Any fines imposed on us as a result of your actions or omissions will always be recovered from you by us. We are explicitly not liable for your acts or omissions, unless there is intent or recklessness on our part.
You are always responsible yourself for filing the returns. To that extent, there is an obligation on you to investigate whether this has been done in a timely and correct manner by us.

Additional provisions if you are acting in the course of a profession or business:
If you are acting in the course of a profession or business, we are not liable for indirect or direct damages.
If we are nevertheless liable for direct damage, direct damage shall count as direct damage:
The reasonable costs that you would have to incur to have our performance comply with the Agreement; these substitute damages will not be compensated if the Agreement is rescinded by op or claim of you;
Reasonable costs incurred by you for keeping the old system(s) and associated facilities operational for longer due to our inability to deliver on a binding deadline

delivery date. These reasonable costs shall be reduced by any savings resulting from delayed delivery.
Reasonable costs you incurred to establish what the cause and extent of your loss was;
Reasonable costs you have incurred to prevent and/or limit the damage, insofar as you can prove that these costs have actually resulted in preventing or limiting the damage.
You indemnify us against any claims by Third Parties, who suffer damage in the performance of the Agreement.

Article 9. Force majeure
Something may happen that is beyond our control. This could be a pandemic, for example. But it could also be strikes, incapacitation or illness of employees, (imminent) danger of war, internet and hardware failures, pandemics, epidemics, government measures, et cetera. No matter how hard we work, in such a case we unfortunately do not succeed in keeping our promises. We rely on your understanding. It is therefore not possible to claim compensation in such cases.
When such a situation arises, we will do our utmost to deliver as soon as possible. Is there still a force majeure situation after 30 (thirty) days? Then we both may dissolve the Agreement. In that case, it is only not possible to be compensated for any damages. We do have the right to be paid for the costs, hours and investments already made. In addition, it is also up to you to find a replacement accountant as soon as possible who can take care of the business in the meantime – insofar as you cannot or cannot sufficiently do this yourself – and possibly take over the work.

Article 10. Prices
All amounts are in euros and exclusive of turnover tax and other government levies, unless otherwise agreed.
Unless otherwise agreed in writing, we will invoice you on the basis of the hours worked, plus sales tax, with advances and fees of Third Parties engaged by us for the performance of the Agreement. The hourly rate will be adjusted from time to time based on the number of years of service (seniority), expertise and experience of the persons involved.
We have the right to apply an inflation adjustment once a year.
Our prices are based on cost determining factors at the time of the offer. We reserve the right to charge you 3 (three) months after the conclusion of the Agreement for changes in the cost price, which we cannot reasonably influence. This may be up to a maximum of 20% of the original amount.
A composite quotation does not cause us to have to fulfil part of the Agreement for an amount in proportion to the quoted amount.
Are we running a discount or promotion? Then you will not be able to take advantage of it at a later date. After this expires, this offer expires.

Article 11. Payment & billing
If we have not agreed otherwise in the Agreement or any additional terms and conditions, you must pay the amounts due to us monthly. You must pay the bills within 14 (fourteen) days from the invoice date, without being entitled to set-off.
Is there an error in the payment details we provide? Then you have a duty to report this to us immediately.

If you do not pay on time, we will always let you know nicely first. We will then give you another 14 (fourteen) days to pay the amount. Are you still unable to pay? Then you are in default from that moment on and owe statutory (commercial) interest on the amount due. If payment is still not made after the fourteen-day term, we are also entitled to engage a collection agency and to recover the costs and statutory (commercial) interest thereon from you.
Is there a (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP? Then our claims on you and your obligations to us are immediately due and payable.
Payment(s) made by you are first and foremost payment of pre-payment interest and costs due to us from you. Are there none? Then the payment applies in the second place to the longest outstanding payable invoices. This applies even if you indicate that the payment relates to another invoice.
You are obliged to make a (partial) advance payment and/or provide sufficient security with us upon our first request to that effect. If you fail to comply with this agreement, we may suspend the execution of the Agreement and/or related performance, without loss of (any) other rights to which we are entitled.

Article 12. Complaints
Should there be something wrong with the Agreement and therefore (possibly) a defect? Then you must let us know within 1 (one) month after you discover or reasonably should have discovered the defect. Is there a visible defect? Then you must let us know a lot faster, namely within 48 (forty-eight) hours. Complaints can be submitted at [email protected].
The deadlines mentioned in the previous paragraph are deadlines. Therefore, if no or late complaints are made, we may assume that everything has been carried out as desired.
After you inform us of the defect, we will immediately start working for you. We are entitled to try to solve your complaint by mutual agreement at least within 4 (four) weeks.
Did you conclude the Agreement in the performance of your business or profession? Then a complaint explicitly does not cause your payment obligation to be suspended.

Article 13. Transfer
13.1 Rights and obligations always follow from an Agreement. The rights and obligations under our Agreement cannot be transferred by you to another party, unless we agree otherwise in Writing. This provision has so-called property law effect.

Article 14. Additional work
When we provide a service, a situation may arise where it will cost more time and money to perform the Agreement than we thought beforehand. We then refer to this as additional work. If this is the case, we will communicate this to you as soon as possible. The starting point is to continue to complete the service according to the usual rates. We will discuss this.
With the above consent, you accept that the objectives and expectations of the Agreement may be affected.
If a fixed amount has been agreed for our services, we will always first inform you In Writing about the possible (financial) consequences of the additional work.

Of course, it can also happen that we deliver the service much cheaper and faster than we had agreed. In such a situation, we may contact you to discuss a possible settlement of the lesser work.

Article 15. Intellectual property
If an intellectual property right is acquired by us in the performance of the Agreement, this right always belongs to us. You only get the non-exclusive and non-transferable right of use granted by these terms and conditions or by law.
The documents provided by us to you are intended to be used by you only. It is not permitted to reproduce the information, advice and documents obtained in any form whatsoever. This includes processing, selling, making available and distributing the aforementioned data/information. If this is permitted, we will always record this in writing first.
We have the right to use the knowledge gained during the performance of your Agreement for other Agreements and purposes, provided, of course, that no confidential information of yours is shared here.
You indemnify us against any claims by Third Parties about intellectual property rights.
We have the right to use your name and logo for reference and promotion.
Do you act in violation of this article? Then we can immediately claim a penalty from you in the amount of three times the amount of our Agreement. In addition to this penalty, we are always entitled to claim full damages.
All data produced by us, including – but not limited to – Power BI reports, Connector applications and templates for annual accounts and tax calculations are and remain our property at all times, unless otherwise agreed in Writing.

Article 16. Confidentiality
Certain matters of the Agreement may need to be kept secret between us as Parties. We are then both obliged to keep this information secret. This is the case when it is abundantly clear that the information must be kept secret or when one of us has communicated this.
Should it happen that you have not kept this confidentiality after all? Then this is subject to an immediately payable fine of €10,000 (ten thousand euros). In addition to this fine, we also have all other powers granted by law, including the right to still claim full damages.

Article 17. Indemnification
17.1 You shall indemnify us against all claims by Third Parties, including in any case claims related to the performance of the Agreement which are not attributable to us. All costs and damage on our side in connection with such a claim shall be at your expense and risk.

Article 18. Employee clause
You shall not, during the term of the Agreement, as well as for 1 (one) year after the end date, employ any employees who are or have been involved in the performance of the Agreement, or otherwise have him/her work directly or indirectly for you, unless you have obtained our Written consent to do so.
We will not withhold the above consent if you provide us with adequate compensation. Adequate indemnification consists of compensation of 10 (ten) monthly salaries.

Article 19. Your obligations
You must provide all necessary data and information which we indicate that we need for the performance of the Agreement or which you know or understand that we need for the performance of the Agreement, on time, correctly and in the form we require.
You are also obliged to inform us in time of facts and/or circumstances that are or may be relevant to the performance of the Agreement.
You warrant the accuracy, timeliness, completeness, reliability and legality of the information and documents you make available to us, including information and documents originating from Third Parties. You indemnify us against all damages resulting from inaccuracy, incompleteness, unreliability and/or illegality of such information and documents.
You are obliged to cooperate – where necessary and reasonable – in the performance of the agreement. This may include, but is not limited to, providing access to programmes, freeing up time for consultations, making proper workstations available and the like.
You are solely and wholly liable for determining the scope of the assignment/agreement and for the decisions made (possibly in part) by you, based on our services.
You are solely and wholly liable for the submission of documents, which may include tax refunds, annual accounts and reports, to Third Parties. In case of (electronic) transmission of your documents by us to a Third Party (on your behalf), you will be considered the signing and transmitting party.
You will behave courteously and professionally at all times towards us and our employees or the Third Party(ies) hired by us.
If you or any of your subordinates engage in cross-border or other seriously culpable behaviour (including intimidation, threats or other intrusive or improper behaviour), we may immediately suspend the Agreement with you. We explicitly apply a zero-tolerance policy, which leaves no room for improper and unreasonable behaviour.

Article 20. Set-off and suspension
20.1 If you are acting in the course of your profession or business, your right to suspend performance and the right of set-off are excluded.

Article 21. Exclusivity
21.1 For the duration of the Agreement, you grant us the exclusive right to perform the assigned assignment. This requirement of exclusivity arises from the purpose of the Agreement, namely the performance of accounting work and all that it entails, for which you have granted us the assignment.

Article 22. Applicable law
Our Agreement and these general terms and conditions are governed exclusively by Dutch law.
Unfortunately, should problems arise between us, we will first consult as much as possible to find a solution. Are we unable to reach a solution together? Then only the Dutch court located in the district where we are established is authorised to take cognisance of our problems.

Article 23. Survival

23.1 The provisions of the general terms and conditions and the Agreement that are intended to remain valid after the end of the Agreement will continue to apply after the end of the Agreement. This includes, but is not limited to: article 8 (liability), article 15 (intellectual property), article 16 (confidentiality), article 21 (applicable law) and this provision (Survival).

Article 24. Amendment or supplement
We have the right to unilaterally amend or supplement these terms and conditions. Should that happen? No worries, you will be notified in good time.
There will be 30 (thirty) days between such notification and the entry into force of the amended or supplemented terms.
Are you a consumer, and does the amendment or supplement to these general terms and conditions result in you no longer being able to conclude a similar Agreement with us than if you had done so before the amendment or supplement? Then you have the right to refuse the amended terms and conditions and possibly to dissolve the Agreement.

Article 25. Management
We are entitled to make changes to the technical facilities of our services at any time.
You will act and behave in a manner that can be expected of a responsible and careful user of the service(s).
You are always responsible for any use – including unauthorised use – made of the user and access rights granted to you (if any). You shall take appropriate and reasonable measures to prevent unauthorised use. You are not allowed to share usage and/or access rights with Third Parties.
You will follow all instructions given by us for the use of the service(s) at all times.
We reserve the right to suspend/remove the technical services if they cause a malfunction or delay to the system. We will assess whether such a disruption or delay exists, and may block the technical services or take other measures to eliminate the disruption or delay without prior notice to you. You will never be entitled to damages or compensation under these circumstances.
We are entitled, without prior notice, to (temporarily) take our service(s) out of use or to restrict their use to the extent necessary for reasonably necessary maintenance or for necessary adjustments and/or improvements to be made by us. Again, there is never any right to damages or compensation for you.

CHAPTER II – DATA PROCESSING

Article 26. Processing personal data
Should we qualify as a processor as referred to in Article 4(8) of the General Data Protection Regulation (GDPR), Articles 26 to 30 of these general terms and conditions qualify as agreements to be made in accordance with Article 28(3) of the General Data Protection Regulation (GDPR).
We will process personal data on your behalf. Among other things, we process the following personal data, such as: name, address, city, telephone number, e-mail address, bank account number(s) and other tax data.

Personal data is never under our ownership. Data you provide for the above purpose remains your property.

Article 27. Implementation processing
We only process personal data processed in the context of the services offered under the conditions set out in these general terms and conditions. We are expressly not responsible for any other processing of personal data, including the collection of personal data by you and/or Third Parties, unless such Third Party has been appointed by us.
We will not process personal data in countries outside the European Economic Area (‘EEA’), unless we have obtained express prior Written consent from you to do so and legal requirements are met. Transfer of personal data to countries outside the EEA that do not have an adequate level of protection is prohibited. We will immediately notify you In Writing of any planned permanent or temporary transfers of personal data to a country outside the EEA and we will only implement the transfer(s) after obtaining your Written consent.
We will keep personal data about you separate from personal data you process for yourself or on behalf of Third Parties.
We will process personal data properly and carefully and in accordance with our obligations under privacy legislation, including European Regulations and the AVG.

Article 28. Security
We will take all appropriate technical and organisational measures to secure personal data against loss or any form of unlawful processing in line with Article 32 AVG. These measures, given the costs involved and the state of the art, will correspond to the nature of the personal data to be processed.
We endeavour to prevent, detect and take action against security breaches relating to personal data as far as possible.

Article 29. Duty to report
In the event of a security breach and/or a data leak as referred to in the Data Breach Notification Act, we will inform you reasonably as soon as possible.
The duty to report includes, in any case, reporting the fact that a leak or incident has occurred, as the (alleged) cause of the leak or incident, the as yet known and/or expected consequence and the (proposed) solution.
You will, if in your judgment necessary, inform data subjects and other Third Parties including the Personal Data Authority about a data breach or other incidents.
We are not permitted to provide information about a data breach or other incidents directly to data subjects or other Third Parties, unless we are required to do so by law or you have given your consent.

Article 30. Inspection
We will allow you to inspect our compliance with the security measures or, at your request, to have our processing facilities inspected by a designated investigative body.
You will pay all costs, fees and expenses related to the inspection, including reasonable internal costs incurred by us.
You will provide us with a copy of the inspection report.