General Terms and Conditions of Service
gedeponeerd bij de Rechtbank Den Haag onder nummer 4/2016
1. Applicability and Entire Agreement
(a) The General Terms and Conditions apply to all legal relationships between the Client and EJS Tax & Consulting BV, except insofar as the applicability of the General Terms and Conditions is excluded or limited by law or regulation or on the basis of a written agreement and subject to changes in the General Terms and Conditions , which must be expressly confirmed in writing by both parties.
(b) The Assignment constitutes the entire agreement between the Client and EJS Tax & Consulting BV with regard to the Services. Everything that occurred and discussed prior to the Assignment Confirmation is disregarded in the explanation of the Assignment, unless specifically stated in the Assignment Confirmation. The Assignment supersedes all previous written and oral agreements, quotations, agreements and communications with regard to the subject of the Assignment. Changes to the Order are only valid if they are in writing, on the understanding that the scope of the Services as described in the Order Confirmation can be changed in writing by the parties in consultation, including by e-mail or fax. All Assignments are entered into subject to prior identification and – insofar as required – verification of the Client and its representatives, as well as other testing as required by or pursuant to Dutch and foreign legislation and professional and behavioral rules. When EJS Tax & Consulting BV has already started the work (for example by collecting information, planning the project or providing an initial advice), the Assignment takes effect from the start of that work and the Client will EJS Tax & Consulting BV will reimburse those efforts, even if no Assignment is ultimately concluded.
(c) The Assignment is concluded at the moment that the Assignment Confirmation signed by the Client and EJS Tax & Consulting BV has been received by EJS Tax & Consulting BV and has retroactive effect – insofar as applicable – to the moment at which EJS Tax & Consulting BV has completed the work. started.
(d) The parties are free to prove that the agreement was concluded in another way.
(e) The Assignment applies exclusively between the Client and EJS Tax & Consulting BV, setting aside the provisions of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code. EJS Tax & Consulting BV may involve other EJS Tax & Consulting BV Entities or – with the Client’s permission – Auxiliary Persons in the performance of the Assignment.
(f) The Client can only address EJS Tax & Consulting BV on account of the Assignment. The parties are both independent contracting parties and cannot be regarded as each other’s representative, distributor, (joint venture) partner, co-owner or asset manager. EJS Tax & Consulting BV can only act as a representative of the Client on the basis of a written power of attorney signed by both parties.
(g) EJS Tax & Consulting BV remains responsible towards the Client for all Services under the Assignment, including Services performed by EJS Tax & Consulting BV or by an Auxiliary Person. To the extent permitted by applicable law, EJS Tax & Consulting BV or Auxiliary Person shall be liable to Client and Client shall in no way make a Claim against EJS Tax & Consulting BV or an Auxiliary Person in connection with the Assignment. EJS Tax & Consulting BV and Auxiliary Persons can invoke the provisions of the Assignment as beneficiaries. Except for EJS Tax & Consulting BV, persons who are not party to the Assignment cannot claim compliance with the provisions of the Assignment. The Assignment can be changed without the permission of third parties.
(h) If the Client and the material stakeholder in the performance of the assignment are two different natural or legal persons and one is a shareholder, owner, partner, director, supervisory director or Group company of the other, the Client guarantees that the (other) material stakeholder(s) fully agrees to the provisions of the Assignment, failing which the Client indemnifies EJS Tax & Consulting BV against all Damage resulting from the violation of this guarantee.
2 Obligations of the parties
2.a Obligations of the Client
(i) The Client is responsible for determining that the (nature and scope of the) Services are in accordance with its needs.
(ii) The Client is obliged to cooperate with the performance of the Services by EJS Tax & Consulting BV. This cooperation means, among other things, that the Client makes the necessary facilities and employees available in a timely manner, provides the required data and information in a timely manner and, if applicable, grants access to the Client’s location. The Client is responsible for the activities of its employees and authorized representatives, for the timely and lawful processing and provision or making available of correct and complete information and data by or on behalf of the Client to EJS Tax & Consulting BV (including all financial data and overviews ), as well as for the implementation of advice provided as part of the Services. Unless expressly agreed otherwise in writing, EJS Tax & Consulting BV may assume without further investigation or check that the information and data provided by the Client have been processed and obtained correctly, completely and lawfully and that EJS Tax & Consulting BV may make use thereof. For its services, EJS Tax & Consulting BV is dependent on the timely exercise of the Client’s responsibilities and on timely decisions and approvals granted by the Client in connection with the Services. EJS Tax & Consulting BV may rely on all decisions and approvals of the Client. The Client is obliged to inform EJS Tax & Consulting BV without delay about facts and circumstances that may be important in connection with the performance of the Services.
(iii) The Client is solely responsible for, among other things, the following:
(a) making all business decisions and performing all directorships in Client’s business;
(b) designating one or more persons, preferably at senior management level, who have the appropriate skills, knowledge and/or experience to supervise (the performance of) the Services ;
(c) assessing the adequacy and performance of the Services;
(d) accept responsibility for the results of the Services;
(e) introducing and maintaining an internal control system, including monitoring ongoing activities, as well as
(f) compliance with applicable national and foreign laws and regulations on the (activities of) the Client.
(iv) The Client is responsible for correct compliance with applicable national and foreign laws and regulations in the field of the protection of personal data, also in the context of providing and making available (personal) data to EJS Tax & Consulting BV with regard to its personnel, its customers or third parties, and also if these (personal) data originate from third parties or are provided or made available to EJS Tax & Consulting BV by third parties on behalf of the Client.
(f) Unless otherwise agreed in the Order Confirmation, Client agrees that the Deliverables will be deemed to have been accepted by Client (and the Services or the relevant portion will be deemed to have been completed) once 30 days have elapsed from delivery upon delivery in final form, or as soon as the Client makes commercial use of it for the first time, if this takes place earlier.
2.b Obligations of EJS Tax & Consulting BV
(i) EJS Tax & Consulting BV only assumes best efforts obligations pursuant to an Assignment. EJS Tax & Consulting BV will perform the Services with due observance of the care of a reasonably acting and reasonably competent professional service provider.
(ii) EJS Tax & Consulting BV will make reasonable efforts to perform the Services in accordance with the planning stated in the Order Confirmation or in other documents approved in writing by EJS Tax & Consulting BV. However, unless both parties have expressly agreed otherwise in writing, all data specified by EJS Tax & Consulting BV and/or by the Client for the Services are estimates, are intended solely for planning purposes and are therefore not contractually binding. to be.
(iii) Unless expressly agreed otherwise in writing, EJS Tax & Consulting BV does not provide advice regarding the financial, accounting treatment of transactions arising from the Services and EJS Tax & Consulting BV is not responsible for the financial reporting in connection with the Services.
(iv) If the Services also include advice on the interpretation or application of laws and regulations, this will only relate to the jurisdictions specified in writing or the jurisdictions specified in writing.
(f) During the performance of the Services, EJS Tax & Consulting BV can exchange ideas verbally with the Client or show Deliverables in draft to the Client. The final version of such draft or oral advice provided to Client in writing supersedes all previous drafts or oral advice. If the Client relies on or relies on, or is guided by a draft or oral advice in an act or omission, this will be done entirely at its own expense and risk.
(vi) Unless the parties have expressly agreed otherwise in writing, EJS Tax & Consulting BV is not obliged to take into account events occurring after the date of the completion of the Services or to update Deliverables.
(vii) If certain laws or regulations, a supervisory framework or a code of conduct apply to the professional(s) who performs work on the basis of the Assignment, the relevant rules form part of the Assignment. The Client declares that it will fully respect the obligations arising from this for EJS Tax & Consulting BV.
3. Fee and payment of invoices
(a) EJS Tax & Consulting BV is entitled to compensation in accordance with the Order Confirmation. Unless expressly agreed otherwise in writing, this fee does not depend on the result of the work of EJS Tax & Consulting BV.
(b) Unless expressly agreed otherwise in writing, overhead costs,
travel time, travel and accommodation costs and other costs incurred by EJS Tax & Consulting BV in connection with the Assignment will be charged separately to the Client.
(c) If wages and/or prices change after the Assignment has been concluded, but before the work has been completed in full, EJS Tax & Consulting BV is entitled to adjust the agreed rates accordingly, unless expressly agreed otherwise in writing. Natural persons who are not acting in the exercise of a profession or business may, in appropriate cases, dissolve the Assignment – without retroactive effect.
(d) The invoices of EJS Tax & Consulting BV have been sent to
Client immediately due. If it has not received payment within thirty (30) days of the invoice date, EJS Tax & Consulting BV may charge the statutory interest. Without prejudice to its other rights, EJS Tax & Consulting BV is entitled to suspend or terminate the Services in whole or in part if it has not received payment within thirty (30) days of the invoice date. Client will pay all taxes levied on or in connection with the invoicing of the Services, such as sales tax.
(e) Each budget for Services is based on an estimate by EJS Tax & Consulting BV regarding the scope of the work to be performed, taking into account the principles in the Order Confirmation. Unless otherwise agreed in the Order Confirmation, a budget will be adjusted, for example if the Services prove to be more complex or take more time than expected.
(f) The Clients are jointly and severally liable for payment of invoices pursuant to an Assignment issued jointly.
(g) EJS Tax & Consulting BV is entitled to require the Client to provide (additional) security in a form to be determined by EJS Tax & Consulting BV. If the Client fails to provide the required security, EJS Tax & Consulting BV is entitled, without prejudice to its other rights, to immediately suspend the execution of the Assignment and all that which the Client owes to EJS Tax & Consulting BV for whatever reason will be immediately due.
4. Duration and Termination
(a) The Assignment ends as soon as the Services have been performed, subject to earlier termination in accordance with the Assignment.
(b) Unless stipulated otherwise in the Order Confirmation, including express agreement about a specific duration or about the duration of a project, the Assignment can be terminated at any time by either party and regardless of the presence of a shortcoming by means of a written notice to the other party. If a party does not or does not fully comply with the obligations arising from the Assignment, it can prevent termination as referred to in the previous sentence by still fulfilling its obligations within a reasonable period of time, if this can reasonably be expected of the other party. Furthermore, the Assignment may be terminated immediately in writing by either party if the other party (i) has applied for a moratorium or bankruptcy, (ii) has been declared bankrupt, (iii) defaults, or (iv) loses free control over a substantial part of its assets .
(c) EJS Tax & Consulting BV is entitled to terminate the Assignment immediately by means of a written notification to the Client, if EJS Tax & Consulting BV finds that (a) the government, a supervisory authority, a professional organization or an administrative body has introduced new laws or regulations, decisions, policies or instructions or has amended existing laws or regulations, decisions, policies or instructions as a result of which the performance of the Engagement would be wholly or partly illegal or otherwise unlawful or would conflict with the independence or professional rules, or if (b) circumstances have changed in such a way (including but not limited to changes in control over the Client or one or more of the Client’s Group Companies) that the execution of the Assignment by EJS Tax & Consulting BV is wholly or partly contrary to the law or would otherwise be illegal or contrary to professional rules.
(d) Termination of the Assignment has no retroactive effect. In the event of termination of the Assignment, the Client owes EJS Tax & Consulting BV a fee in accordance with the Assignment Confirmation for the Services performed and costs incurred up to and including the termination date. This does not affect the Client’s possible right to compensation in the event of an attributable shortcoming on the part of EJS Tax & Consulting BV. Amounts charged by EJS Tax & Consulting BV in connection with Services already provided before termination are immediately due and payable at the time of termination.
5. Ownership and Intellectual Property Rights
(a) Subject to the provisions below or to the extent that a separate license agreement applies, Deliverables will become the property of the Client in material form – subject to the suspensive condition of receipt of full payment of its invoices by EJS Tax & Consulting BV and subject to the other provisions in the Order may be used by the Client for the purpose for which the Deliverables were delivered.
(b) Except to the extent that a separate license agreement applies, EJS Tax & Consulting BV hereby grants the Client – subject to the suspensive condition of receipt of full payment of its invoices – a perpetual, worldwide, non-exclusive right to use EJS Tax & Consulting BV Technology contained in or required for the use of the Deliverables for the purpose for which the Deliverables were delivered, subject to the other provisions of the Assignment. Unless otherwise agreed in writing, the fee for this right of use is deemed to be included in the fee for the Services.
(c) Insofar as EJS Tax & Consulting BV uses its property (including EJS Tax & Consulting BV Technology or hardware or software of EJS Tax & Consulting BV) in connection with the performance of the Services pursuant to the Assignment, this remains the property of EJS Tax & Consulting BV and the Client does not acquire any right thereto, except for the right of use expressly granted in the previous paragraph. Notwithstanding anything to the contrary in the Terms and Conditions (i) EJS Tax & Consulting BV is the sole owner of all property and other rights to and interest in EJS Tax & Consulting BV Technology, including but not limited to all rights under all copyright, patent and other intellectual property laws and regulations and (ii) EJS Tax & Consulting BV is entitled to apply, change, disclose and otherwise exploit the EJS Tax & Consulting BV Technology (including the provision of services, software or material to other clients).
(d) EJS Tax & Consulting BV does not agree with provisions that could be interpreted as prohibiting or limiting its right to (i) in its sole discretion, to provide consultancy or other services of any kind or nature to any other natural or legal person, or to (ii) develop material for itself or for third parties that is competitive or comparable to Deliverables developed in connection with the Assignment, regardless of its resemblance to such Deliverables, without prejudice to its confidentiality obligations under Section 9 of the Terms and Conditions.
6. Limitation of Liability
(a) Except insofar as this is impossible under Dutch law, any liability of EJS Tax & Consulting BV is limited up to the amount paid out by its liability insurance in the relevant case. If, for whatever reason, no payment should be made by that insurance, any liability is limited to compensation for direct damage up to a maximum of the amount of the contract amount declared up to the time of the error.
(b) The total liability of EJS Tax & Consulting BV due to attributable failure to comply with the agreement is limited to compensation for the direct damage up to the time of the incorrectly declared contract amount.
(c) For assignments with a duration longer than one year, the compensation is limited to a maximum of once the annual fee.
(d) The liability of EJS Tax & Consulting BV due to an attributable shortcoming in the fulfillment of the agreement only arises if the client gives EJS Tax & Consulting BV immediate and proper notice of default in writing, stating a reasonable term to remedy the shortcoming, and EJS Tax & Consulting BV Consulting BV also continues to fail imputably in the fulfillment of its obligations after that period.
(e) EJS Tax & Consulting BV is not liable for damage caused by the client’s failure to provide correct information in a timely manner, which EJS Tax & Consulting BV, in its opinion, needs for the correct execution of the agreement.
(f) Apart from the liability referred to in Article 11, paragraph 1, EJS Tax & Consulting BV has no liability whatsoever for compensation to the client and/or third parties, regardless of the ground on which an action would be based.
(g) A claim will in any case lapse if EJS Tax & Consulting BV has not been notified of the claim in writing within one year after the discovery of an event or circumstance that gives rise or may give rise to liability.
7. Force Majeure
Neither party shall be liable for failure to perform or late performance of their obligations if this is the direct or indirect result of circumstances or causes beyond their reasonable control.
8. Expiration Period
Without prejudice to the Client’s obligation to make a timely complaint about shortcomings in the performance of the Assignment by EJS Tax & Consulting BV, Claims by the Client with regard to the Assignment or the Services will lapse two years after they have arisen pursuant to applicable laws or regulations.
(a) When EJS Tax & Consulting BV or the Client receives Confidential Information in connection with the Assignment, the receiving party will not disclose it to third parties without the consent of the providing party, with the exception of disclosure to its own legal advisers, but then solely for the purpose of obtaining legal advice regarding one’s own legal position. The foregoing is subject to an exception to the extent that disclosure is required by or pursuant to the law or on the basis of civil, criminal or administrative proceedings (including supervision and investigation), and to the extent that such Confidential Information
(i) is already publicly available (including information provided to a government agency and
publicly available) other than as a result of a breach of this duty of confidentiality by the recipient
(ii) has been made available to the receiving party without a further obligation of confidentiality by a party other than the providing party, who, in the opinion of the receiving party, has thereby not breached any obligation of confidentiality vis-à-vis the providing party,
(iii) has come to the knowledge of the receiving party without an obligation of confidentiality prior to the disclosure by the providing party to the receiving party, or
(iv) has been developed by the receiving party itself independently of the making available of that information by the providing party.
In performing their obligations under this paragraph 9(a), each party undertakes to exercise at least the same degree of care in the confidentiality of the other’s Confidential Information as they exercise in the confidentiality of their own Confidential Information, in each case at least a reasonable degree of care is exercised.
(b) Client agrees that EJS Tax & Consulting BV provides Confidential Information: (i) to EJS Tax & Consulting BV and Auxiliaries, as well as (ii) to the accountants, lawyers and insurers of EJS Tax & Consulting BV in connection with (possible) legal proceedings, or (iii) in accordance with the applicable professional rules.
(c) During the performance of the Services, EJS Tax & Consulting BV or Auxiliaries may freely exchange Confidential Information with other advisers of the Client.
(d) Client acknowledges that in connection with the performance of the Services, EJS Tax & Consulting BV develops general knowledge, experience, know-how, skills and ideas that are remembered by its employees. Notwithstanding anything to the contrary in the General Terms and Conditions, the Client acknowledges that EJS Tax & Consulting BV may use this general knowledge, experience, know-how, skills and ideas. The Client agrees that EJS Tax & Consulting BV will receive Information from or on behalf of the Client, provided that it is anonymised and cannot be traced back to (legal) persons. (i) used for research and advisory purposes – including benchmarking – and (ii) share it
with EJS Tax & Consulting BV Entities for use for the same purposes.
(e) Nothing in the Assignment will prevent EJS Tax & Consulting BV from providing services to other clients (including services that correspond or are similar to the Services), even if the Client and these other clients have conflicting interests, provided that EJS Tax & Consulting BV observes its duty of confidentiality, which means that, where appropriate, an appropriate separation is made between teams and files. Insofar as EJS Tax & Consulting BV has information in its possession that is subject to a duty of confidentiality towards another client or towards third parties, EJS Tax & Consulting BV is not obliged to disclose this information to the Client or to use it for the benefit of the Client, regardless of the extent of relevance of the information. If one of the parties determines that a conflict of interest is imminent, it must immediately inform the other party in writing and the parties will consult with each other in order to reach a reasonable solution.
(f) The Client undertakes to reimburse the costs incurred by EJS Tax & Consulting BV or by a
Auxiliary Persons are made to comply with obligations imposed by or pursuant to the law to provide information with regard to the Services in proceedings that are not materially directed against the relevant EJS Tax & Consulting BV or Auxiliary Person, provided that EJS Tax & Consulting BV Client informs the Client thereof as soon as possible, preferably prior to such provision, insofar as such notification to the Client is reasonably possible and legally admissible.
(g) The Client will only use Deliverables from EJS Tax & Consulting BV, including advice, memoranda and reports, for the purposes stated in the Order Confirmation. In particular, without the prior written consent of EJS Tax & Consulting BV, the Client is not permitted to use or refer to Deliverables, including advice, memoranda and reports, in connection with third party business decisions or for advertising purposes.
(h) Unless expressly agreed otherwise in writing, all Services are exclusively intended for the benefit of the Client. The mere circumstance that a person other than the Client obtains a Deliverable, including an advice, memorandum, report or other Service, does not result in a duty of care or professional relationship arising towards that other or that any (future) liability towards which is otherwise accepted by EJS Tax & Consulting BV. This means that when copies of Deliverables, including advice, memoranda, reports or other Services (or information derived therefrom) are provided to third parties subject to the above exclusions, EJS Tax & Consulting BV has no duty of care or liability whatsoever towards these third parties or towards subsequent recipients of those copies.
10. Distribution of Deliverables or Communications to Client
(a) This article applies to all Services offered or performed by EJS Tax & Consulting BV pursuant to an Assignment, if the agreed Deliverable concerns a written or oral communication from EJS Tax & Consulting BV that is intended to be distributed to Other Recipients.
(b) The Deliverables manufactured by EJS Tax & Consulting BV pursuant to the Order as well as
Communications to the Client may not be provided to Other Recipients, without the prior written consent of EJS Tax & Consulting BV. Permission from EJS Tax & Consulting BV for the distribution of Deliverables or Communications to the Client to specific third parties, including Other Recipients, is always subject to receipt of a letter signed by the relevant third party in a form acceptable to EJS Tax & Consulting BV in which states under which conditions the Deliverable or Communication to Client will be released to the recipient.
(c) However, Client is permitted to provide Deliverables or a Client Communication in full to Group Companies or Professional Advisers, provided Client explicitly states:
(i) that they may use the Deliverable or Client Communications solely to assist Client in the assessment of transactions or business decisions to which the Order Confirmation relates, provided that Client must ensure that the Deliverables or Client Communications are not
Group companies and/or Professional Advisors are further disseminated, disclosed or quoted and that they do not associate the related transactions or business decisions with EJS Tax & Consulting BV Entities; and
(ii) that further distribution without the prior written consent of EJS Tax & Consulting BV is prohibited, except insofar as this takes place internally within the organization of the Group Company and/or the Professional Adviser; as well as
(iii) that EJS Tax & Consulting BV, to the extent permitted by Dutch law, does not accept any duty of care, responsibility or liability towards them in connection with the Services.
(d) EJS Tax & Consulting BV determines in its sole discretion whether Deliverables, Client Communications or other documents are suitable for release to Client or Other Recipients. In the event that EJS Tax & Consulting BV is of the opinion that a particular Deliverable or Communication to Client is not suitable for release, EJS Tax & Consulting BV will – at the written request of Client – provide an edited, ready-to-release Deliverable or Communication as soon as possible. to Client.
(e) Client is entitled to require that certain parts of the Deliverables or of the Communications to Client not be released to a party to whom the report or documents should be released pursuant to the Order, provided Client informs that party that the released Deliverable or Communication to Client is edited or incomplete.
11. Protection of personal data
(a) In the context of a Service and/or Deliverables or in the context of complying with legal obligations resting on EJS Tax & Consulting BV, EJS Tax & Consulting BV may process personal data concerning the Client and/or persons employed by/for or associated with the Client.
(b) In connection with the optimization of the services provided by EJS Tax & Consulting BV to the Client, as well as in connection with being able to approach the Client and/or persons employed by/for or associated with the Client with information and with Services of EJS Tax & Consulting BV and /or third parties may process personal data by EJS Tax & Consulting BV.
(c) Processing of personal data by EJS Tax & Consulting BV in the context of the activities referred to in paragraph (a) and (b), takes place in accordance with applicable laws and regulations regarding the protection of personal data.
(d) The Client has an independent duty to comply with applicable national and foreign laws and regulations in the field of the protection of personal data. EJS Tax & Consulting BV is not liable towards the Client for Damage resulting from non-compliance with this obligation by the Client or third parties engaged by it and the Client indemnifies EJS Tax & Consulting BV for all Damage suffered in connection with Claims from third parties with regard to the non-compliance.
Without the explicit prior written consent of the other party, neither party may transfer the rights or obligations arising from an Assignment in whole or in part, on the understanding that EJS Tax & Consulting BV may transfer its rights or obligations under the Assignment to its legal successors. The parties will neither directly nor indirectly transfer Claims under the Assignment to third parties.
13. Applicable law and choice of forum
(a) Dutch law applies to the Assignment, including all matters related thereto, and to the interpretation thereof . The Vienna Sales Convention 1980 does not apply.
(b) The parties will endeavor to resolve disputes or claims arising from or related to the Assignment expeditiously through negotiations.
(c) The District Court in The Hague has exclusive jurisdiction to hear Claims arising from or in connection with the Assignment or the Services.
14. Recruitment Ban
EJS Tax & Consulting BV and the Client agree that they will have employees of the other party who, during the performance of the Services, have had direct and substantive contact with their own employees, both during the Assignment and during a period of twelve (12) months after termination thereof, unless will not directly or indirectly approach, have them work for them or employ them directly or indirectly. In the event of a violation of this provision, the offending party will forfeit to the injured party an amount equal to one hundred percent (100%) of the base annual salary of the relevant employee in his/her new position. Although this compensation supersedes any other right to compensation expressed in money, the injured party is entitled to request injunctive relief for the termination of a continued or repeated violation. This provision does not limit the right of EJS Tax & Consulting BV or the Client to generally recruit personnel through the media.
- Use of names, trademarks, etc.
EJS Tax & Consulting BV and the Client agree that they will not use each other’s names, trademarks, service marks, logos, trade names and/or ‘branding’ without the prior written consent of the other, on the understanding that EJS Tax & Consulting BV will may use the name of the Client and the performance of the Services in marketing and advertising material, to indicate their experience, as well as for internal purposes.
16. Use of Electronic Communications
(a) Unless otherwise agreed in writing, the parties may assume that the transmission of properly addressed faxes, e-mails (including e-mails sent via the Internet) and voicemail messages, whether or not they contain Confidential Information or documents relating to the Assignment have is mutually accepted. The same applies to other means of communication used or accepted by the other party.
(b) The parties are aware that the internet is by definition unsafe and that data can be damaged, that messages are not always delivered immediately or not at all and that in certain cases it may be better to use other means of communication. Electronic communication also carries the risk of contamination with a virus. The parties must each protect their own systems and interests and accept, to the extent permitted by law, no responsibility whatsoever towards the other for loss, damage or omissions arising in any way from the use of the internet or from the use of the internet. use of the Client’s networks, applications, electronic data or other systems by EJS Tax & Consulting BV
17. Other provisions
- a) After-effects . Provisions in the Engagement that expressly or by their nature should remain in force after termination or termination of the Engagement will remain in force upon expiration or termination, including articles/paragraphs 1(b), 1(d) (Applicability and entire agreement), 3 (Fees and payment of invoices), 5 (Ownership and Intellectual Property Rights), 6 (Limitation of Liability), 8 (Expiration Period), 9 (Confidentiality), 10 (Distribution of Deliverables or Communications to Client), 12 (Transfer), 13 (Applicable law and choice of forum), 14 (Prohibition of solicitation), 15 (Use of names, trademarks, etc.), 17 (Other provisions).
- b) Conversion . If any provision in the Assignment or part of the Assignment cannot be invoked by law, the remaining part of the Assignment will remain in full force, on the understanding that the provision or part that cannot be invoked must be deemed be adapted in such a way that an appeal to it is possible, whereby the intention of the parties with regard to the original provision or the original part is maintained as much as possible.
cups . Headings in the Assignment are for legibility only and have no independent meaning.