General Terms and Conditions of MR4Finance,

Dutch version filed with the Chamber of Commerce on September 3, 2017.

The Dutch language version of these General Terms and Conditions shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions. 

 

Article 1: Definitions 

In these General Terms and Conditions of MR4Finance the following terms shall have the following meanings

1.1 MR4Finance:

In Heerhugowaard established administration office offering administrative, fiscal and related services to Entrepreneurs & Individuals.

1.2 Customer:

All natural persons and legal entities for whom MR4Finance performs services and/or work pursuant to an agreement of assignment.

1.3 Assignment:

The written, oral or implicit agreement, by which MR4Finance undertakes to a Customer to carry out administrative, fiscal and related activities.

1.4 Agreement:

Any agreement between the Customer and MR4Finance to perform work by MR4Finance for the benefit of the Customer, in accordance with the provisions in the order confirmation.

1.5 Activities:

All work commissioned or carried out by MR4Finance on any other account. The above applies in the broadest sense of the word and includes in any case the activities as stated in the order confirmation.

1.6 Documents:

All goods made available to MR4Finance by the Customer, including physical documents, digital files or data carriers, as well as all goods produced by MR4Finance in the context of executing the assignment, including documents or data carriers

Article 2: Applicable General Terms and Conditions 

2.1 These General Terms and Conditions apply to all offers, quotations, order confirmations, orders for services and other contracts and agreements of MR4Finance with Customers.

2.2 Deviations from these General Terms and Conditions are only valid if they have been explicitly agreed by MR4Finance and confirmed in writing by MR4Finance.No rights can be derived from these agreed deviations for later orders.

2.3 If one or more provisions of these General Terms and Conditions are invalid or should be annulled, the other provisions of these General Terms and Conditions will remain fully applicable. MR4Finance and the Customer shall then consult in order to agree on new provisions to replace the invalid and annulled provisions, taking into account, if and as far as possible, the objective and purport of the original provision.

2.4 Unless otherwise agreed in writing, these General Terms and Conditions shall also apply to any (follow-up) offer, (follow-up) agreement, (follow-up) order and/or order confirmation which builds on and/or results from a previously concluded agreement to which these General Terms and Conditions have been declared applicable.

2.5. The applicability of the General Terms and Conditions of the Customer is expressly rejected by MR4Finance.

Article 3: Conclusion of the Agreement 

3.1. The Agreement is formed by these General Terms and Conditions together with the order and is concluded at the moment that the order confirmation signed by the Customer is received by MR4Finance in return.

3.2. If the Assignment is given verbally, or if the Agreement has not been signed and returned (yet), the Assignment is deemed to have been concluded under the applicability of these General Terms and Conditions at the time we start executing the Assignment at the Customer’s request.

3.3. In accordance with the Money Laundering and Terrorist Financing (Prevention) Act (Wwft), MR4Finance must identify potential Customers and verify the identification before we can commence the execution of the Assignment. Verification of the information provided by the potential Customer will take place on the basis of documents, data and information from independent and reliable sources, such as;

– the Trade Register of the Chamber of Commerce and for Customers incorporated under foreign law on the basis of the information provided by independent professional business service providers. We may request the Customer’s cooperation with regard to the identification and verification. The assessment of whether the identification and verification have been carried out in accordance with the law is reserved for MR4Finance.

3.4. The Agreement shall be entered into for an indefinite period of time, unless it follows from the content, nature or tenor of the Assignment that it has been entered into for a definite period of time.

Article 4: Required information

4.1 The Customer is obliged to provide MR4Finance in a timely manner with all the information which MR4Finance believes it needs to execute the order correctly or which the executor should know is necessary and/or required for the correct execution of the order. The information must be provided in the form and manner requested by MR4Finance.

4.2 MR4Finance shall be entitled to suspend the execution of the Assignment until such time as the Customer has fulfiled the obligation referred to in Article 4.1.

4.3 The Customer guarantees the accuracy, completeness and reliability of the information provided to MR4Finance  even if it originates from third parties.

4.4 If the execution of the order is delayed because the Customer does not fulfil the obligations referred to in article 4.1 or the information provided by the Customer does not comply with the provisions of article 4.3, the resulting (additional) costs shall be for the account of the Customer and MR4Finance is authorized to charge for the (additional) work made necessary by this.

4.5 The damage resulting from the delay in the performance of the Assignment, caused by the fact that the requested information, documents, facilities and/or employees are not made available, or not made available on time or properly, shall be for the account and risk of the Customer.

4.6 MR4Finance is obliged to return to the Customer, at the latter’s request, the items made available by the Customer in which or on which the information provided by the Customer MR4Finance is recorded – including documents and magnetic or electronic data carriers – as soon as the assignment for which the information was provided has been executed or the agreement has been terminated, but not before the Customer has paid all amounts owed to MR4Finance in connection with the execution of the assignment or the termination of the agreement.

Article 5: Execution of Agreement

5.1 MR4Finance will determine the manner in which and by which person(s) the Agreement is to be performed. If possible, MR4Finance will take into account timely and responsible instructions provided by the Customer regarding the execution of the Agreement.

5.2 MR4Finance shall carry out the work to the best of its ability and as a professional acting with due care. We have a best-efforts obligation with respect to the intended work, unless expressly stipulated otherwise. However, MR4Finance cannot guarantee the achievement of any intended result.

5.3 MR4Finance has the right to have certain activities performed by a person or third party designated by MR4Finance without notification to and explicit consent from the Customer, if MR4Finance considers this desirable.

5.4 MR4Finance will perform the Agreement in accordance with the rules of conduct and profession applicable to it and what is required of it by law.

5.5 We shall keep a work file in respect of the Order, containing copies of relevant documents. That file is the property of MR4Finance.

5.6 Any deadlines stipulated in the Agreement within which the work must be carried out are only approximate and are not strict deadlines. Exceeding such a period shall therefore not constitute an attributable shortcoming on the part of MR4Finance and consequently shall not constitute a ground for dissolution of the Agreement. Deadlines by which the Work must be completed shall only be regarded as firm deadlines if this has been agreed explicitly and in as many words between the Customer and MR4Finance.

5.7 The execution of the Agreement is not – unless explicitly stated otherwise in writing – specifically aimed at discovering fraud. If the work results in indications of fraud, MR4Finance shall report this to the Customer. In doing so, MR4Finance is bound by the applicable laws and regulations.

Article 6: Fee

6.1 MR4Finance is entitled to suspend the execution of its Work before the start of the Work and in the interim, until the Customer has paid an advance for the work to be performed, to be reasonably determined by MR4Finance, or has furnished security for this. An advance payment paid by the Customer shall, in principle, be set off against the final invoice.

6.2 The fee of MR4Finance is not dependent on the outcome of the work performed.

6.3 The fee of MR4Finance may consist of a predetermined amount per Assignment and/or may be calculated on the basis of rates per unit of time worked by MR4Finance.

6.4 If an amount fixed for each Assignment has been agreed, MR4Finance is entitled to charge a rate per unit of time worked in addition, if and to the extent that the Work exceeds the Work provided for in the Agreement, which amount the Customer shall then owe as well.

6.5 If wages and/or prices change after the conclusion of the Assignment, but before the Assignment is fully executed, MR4Finance is entitled to adjust the agreed rate accordingly, unless the Customer and MR4Finance have made other agreements in this regard.

6.6 The fee of MR4Finance, if necessary increased by out-of-pocket expenses and expense claims of third parties called in, including any turnover tax due, will be charged to the Customer on a monthly, quarterly or annual basis, or after completion of the work.

Article 7: Payment

7.1 Payment of the invoice amount by the Customer must be made within the agreed terms, but in any event no later than 8 days after the invoice date, by means of payments into a bank account to be designated by MR4Finance and, insofar as the payment relates to work, without any right to discount or setoff.

7.2 If the Customer has not paid within the period referred to in Article 7.1, or has not paid within the further agreed period, he shall be in default by operation of law and MR4Finance shall have the right, without a further demand or notice of default being required, to charge the Customer the statutory (commercial) interest on the invoiced amount from the due date until the day on which payment is made in full, all this without prejudice to the further rights of MR4Finance.

7.3 If the Customer has not paid within the term referred to in article 7.1, or has not paid within the term further agreed upon, MR4Finance shall have the right to suspend the fulfilment of all its obligations, including the handing over of documents or other items to the Customer or third parties, the filing of tax returns and the publication of annual accounts, until such time as all due and payable claims against the Customer have been settled in full.

7.4 All costs incurred as a result of judicial or extrajudicial collection of the claim shall be borne by Customer, even if these costs exceed the judicial order to pay the costs of the proceedings. The extrajudicial costs are set at a minimum of 15% of the amount to be claimed, with a minimum of €250.

7.5 If, in the opinion of MR4Finance, the Customer’s financial position or payment record so warrants, MR4Finance is entitled to demand that the Customer furnish (additional) security in a form to be determined by MR4Finance. If the Customer fails to provide the requested security, MR4Finance is entitled, without prejudice to its other rights, to immediately suspend further execution of the Agreement, and all that the Customer owes MR4Finance on any account whatsoever shall be immediately due and payable.

7.6 In the event of a jointly commissioned project, the Customers are jointly and severally liable for payment of the invoice amount insofar as the Work is performed for the joint Customers.

Article 8: Intellectual property

8.1. MR4Finance reserves all intellectual property rights with regard to products of the mind that we use or have used and/or develop and/or have developed in the context of executing the Order, and with regard to which we have or can assert copyright or other intellectual property rights.

8.2. The Customer is explicitly forbidden to duplicate, publish or exploit our products, including computer programs, system designs, working methods, recommendations, (model) contracts and other intellectual products, all in the broadest sense of the word, with or without the involvement of third parties.

8.3. Reproduction and/or publication and/or exploitation are only permitted after obtaining written permission from MR4Finance. The Customer has the right to multiply the written documents for use within his own organisation, as far as this is appropriate for the purpose of the Order.

8.4 In the event of termination of the Assignment, the foregoing shall apply mutatis mutandis.

Article 9: Confidentiality

9.1. Unless any statutory provision, regulation or other (professional) rule obliges MR4Finance to do so, we and the person(s) deployed by MR4Finance are obliged to observe secrecy towards third parties with regard to confidential information obtained from the Customer.

9.2. We shall take appropriate measures to protect the confidential information and personal data and inform the third parties and employees engaged by MR4Finance about the confidential nature of the information.

9.3. The processing of personal data by MR4Finance takes place in accordance with the applicable (inter)national laws and (professional) regulations in the field of personal data protection. Without written permission from the Customer, we are not entitled to use the confidential information made available to MR4Finance by the Customer for any purpose other than that for which it was obtained. However, an exception is made in the event that MR4Finance acts in disciplinary, civil or criminal proceedings in which it may be of importance.

9.4 MR4Finance 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 Customers.

9.5. Unless there is any statutory provision, regulation or other (professional) rule requiring Customer to disclose or MR4Finance has given its prior written consent to do so, Customer shall not disclose the content of our reports, recommendations or any other expressions, written or otherwise, to third parties.

9.6. Parties shall impose their obligations under this article on third parties engaged by them.

Article 10: Force majeure

10.1 If MR4Finance is unable to fulfil its obligations arising from the Agreement, or is unable to do so on time or properly, due to a cause beyond its control, including but not limited to employee sickness, disruptions to the computer network and other stagnation in the normal course of business within its company, those obligations will be suspended until such time as MR4Finance is able to fulfil them in the agreed manner.

10.2 The Customer has the right, in the event that the situation referred to in article 10.1 arises, to terminate the Agreement in full or in part and with immediate effect in writing, without there being any right to compensation.

Article 11: Termination

11.1. The Customer may terminate the Agreement at any time after the expiry of the agreement entered into between the Customer and MR4Finance with due observance of a notice period of 1 month.

11.2. MR4Finance may terminate the Agreement at any time after the expiry of the agreement entered into between the customer and MR4Finance, subject to one month’s notice.

11.3. If MR4Finance has effected (premature) termination, the Customer is entitled to our cooperation in transferring the work to third parties, unless the termination is based on facts and circumstances that can be attributed to the Customer. In all cases of (premature) termination, we retain the right to payment of the invoices for work performed by MR4Finance until then. Insofar as the transfer of the work results in extra costs for MR4Finance, these will be charged to the Customer.

11.4. If the customer decides to give (premature) notice, MR4Finance is entitled to charge the customer a minimum of 50% of the lost income. This means that the costs that could have been charged up to the end of the agreement are regarded by MR4Finance as lost income.

11.5. Upon termination of the Agreement, the Parties must immediately hand over to the other Party all goods, items and documents in their possession that belong to the other Party. We are entitled to unilaterally suspend this obligation until the Customer has paid all invoices for our work in full.

Article 12: Liability

12.1. We shall perform our work to the best of our ability, exercising the care that may be expected of

MR4Finance. MR4Finance shall only be liable to the Customer for damage that is the direct consequence of a

(connected series of) attributable failure(s) in the performance of the Agreement. This shall be limited to a maximum of the amount of the fee paid and/or still owed by the Customer for the specific work carried out under the Order from which the error arose. If the Assignment has a lead time of more than three months, the total liability under the Assignment shall be limited to a maximum of the amount of the fee paid and/or still owed by the Customer to MR4Finance over the past three months for the specific activities carried out under the Assignment from which the error arose. Our limitation of liability does not apply if there is intent or deliberate recklessness on our part and/or if mandatory (inter)national laws or (professional) regulations do not permit such a limitation.

12.2. We exclude all liability for:

  • damage which arises because we comply with the legislation and (professional) regulations applicable to MR4Finance
  • damage caused by any fault resulting from incorrect or incomplete information provided by Customer to MR4Finance.
  • business, indirect or consequential damage suffered by Customer or third parties.
  • If the Order is carried out on behalf of more than one legal entity or natural person, the limitation of liability with respect to the Order shall apply to all the legal entities or natural persons involved jointly. In the event of liability, it is up to the group of legal entities involved to divide the maximum compensation among themselves.
  • All Assignments are accepted and executed exclusively by or on behalf of MR4Finance. The Customer shall exercise any rights of action and recourse exclusively against MR4Finance and not against our shareholders, employees or third parties engaged by MR4Finance.
  • The limitations of liability laid down in this Article are also stipulated for the benefit of the third parties engaged by MR4Finance for the execution of the Assignment, who may therefore invoke this limitation of liability directly.
  • The Customer indemnifies MR4Finance against claims from third parties for damages caused by the fact that the Customer provided MR4Finance with incorrect or incomplete information, unless The Customer demonstrates that the damage is not related to culpable acts or omissions attributable to him or caused by intentional acts or omissions or equivalent gross negligence on the part of MR4Finance.
  • Unless expressly provided in the Agreement, we do not give investment advice, which also means that our statements in respect of any organisation cannot be construed as investment advice.

Article 13: Assumption of contract

13.1. The Customer is not permitted to transfer (any obligation under) the Agreement to third parties, unless MR4Finance explicitly agrees to this. We are entitled to attach conditions to this permission.

The Customer undertakes in any case to impose all relevant (payment) obligations from the Agreement and these General Terms and Conditions on the third party. The Customer will at all times remain liable, alongside this third party, for the obligations arising from the Agreement and these General Terms and Conditions, unless the parties explicitly agree otherwise.

13.2. In the event of a transfer of contract, the Customer will indemnify MR4Finance against all claims of third parties which may arise as a result of non-fulfilment or incorrect fulfilment of any obligation by the Customer under the Contract and/or these General Terms and Conditions, unless any mandatory (inter)national law or regulation does not permit such a provision.

Article 14: Internet use

14.1. During the execution of the Order, digital means of communication such as e-mail and various digital services of third parties will be used. The parties acknowledge that the use of digital means of communication and services involves risks such as -but not limited to- the failure to guarantee delivery of communications, delays and viruses.

14.2. The data from our computer systems provide compelling evidence of (the content of) the digital communication sent by MR4Finance and the digital services used until the moment that counter-evidence is provided by the Customer.

 

14.3. MR4Finance Is not liable for any damage that may occur to Customer as a result of the use of digital communication or services, including – but not limited to – damage resulting from non-delivery or delay in delivery of digital communication, interception or manipulation by third parties or by software/hardware used for transmitting, receiving or processing digital communication, means required for digital communication, except insofar as the damage is the result of our wilful misconduct or gross negligence.

Article 15: Ban on recruitment

During the execution of the Order and within one year after termination of the Order, the Customer may not employ any employee(s) from MR4Finance who is or was involved in the execution of the Order, nor negotiate with this/these employee(s) about employment.

If, despite this recruitment prohibition, the Customer nevertheless hires employee(s) of MR4Finance, it shall owe MR4Finance an immediately payable penalty equal to six months’ gross salary of the employee(s) in question, without affecting MR4Finance right to claim full compensation.

 

Article 16: Expiry date

Insofar as the Agreement does not stipulate otherwise, rights of action and other powers of the Customer on any account whatsoever vis-à-vis MR4Finance shall lapse in any case after the expiry of one year from the moment when a fact occurs that the Customer can exercise these rights and/or powers vis-à-vis MR4Finance.

Article 17: Waiver of rights

The failure to directly enforce any right or power of MR4Finance shall not affect or limit those rights and powers under this Agreement. Waiver of any term or condition in the Agreement shall be effective only if in writing.

Article 18: Conversion

If and insofar as no appeal can be made to any provision of the Agreement on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision concerned will, in any case, be accorded a meaning corresponding as far as possible to its content and purport, so that an appeal can be made to it.

Article 19: After-effects

The provisions of this Agreement, which are expressly or impliedly intended to remain in force after the termination of this Agreement, shall continue in force thereafter and shall continue to bind both parties.

Article 20: Conflicting clauses

In the event that these General Terms and Conditions and the Agreement contain conflicting conditions, the conditions contained in the Agreement shall apply.

Article 21: Amendment clause

MR4Finance Is entitled to unilaterally amend these terms and conditions if there is a compelling reason for doing so and the Customer is not put at a disproportionate disadvantage.

Article 22: Applicable law and choice of forum

22.1. All Agreements between the Customer and MR4Finance are governed by Dutch law.

22.2 All disputes between the parties relating to Orders shall in the first instance be settled by binding arbitration by an independent third party to be appointed jointly by the parties. Only in the second instance will disputes be settled by the competent court in Amsterdam.

 

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