This is a translation of the Dutch general terms and conditions (Algemene voorwaarden IBEO). In the event of any discrepancy between this translation and the Dutch version, the Dutch version prevails.
The definitions set out below have the following meaning in the context of these general terms and conditions:
Records: All information and data made available by the Client to the Contractor. This includes information regardless of whether it is held on physical or digital media, or stored with third parties. Examples include documents, papers or supporting evidence containing information.
Contractor: IBEO B.V., with its registered office in the municipality of Amsterdam and Chamber of Commerce number 53846176, and/or an affiliated (subsidiary) company, including (but not limited to) IBEO Rotterdam B.V. with Chamber of Commerce number 24248314, IFIAC Financieel B.V. with Chamber of Commerce number 37137031, and IFIAC Personeel B.V. with Chamber of Commerce number 37137033.
Client: A person or organisation that instructs the Contractor to provide services or perform work.
Agreement/engagement: Every contract for services between the Client and the Contractor relating to the performance of work by the Contractor for the Client, such as (but not limited to) a subscription.
Work: All work, such as providing bookkeeping and/or administrative services, for which an engagement has been given, or which is performed by the Contractor on other grounds. The foregoing applies in the broadest sense of the word.
These general terms and conditions apply to all offers, quotations, engagements, legal relationships and agreements under which the Contractor undertakes or will undertake to perform work for the Client.
These general terms and conditions also apply to all agreements that the Contractor enters into with third parties who may be involved in the performance of the agreement.
If the engagement is extended (during or after the performance of the agreed work), these general terms and conditions also apply in full to that extension.
Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing, for example in a (written) agreement or engagement confirmation.
The Contractor expressly rejects the applicability of any (general) terms and conditions declared applicable by the Client.
If deviating provisions have been agreed with regard to certain subjects governed by these terms and conditions, these terms and conditions remain in force for the remainder of that agreement. Agreed deviations apply, unless otherwise agreed, to one agreement only.
If any provision of these terms and conditions is at any time wholly or partially void or annulled, the remaining provisions remain fully applicable. The parties will then consult to agree on new provisions to replace the void or annulled ones, taking into account the purpose and intent of the original provision as much as possible.
The Contractor may unilaterally amend these general terms and conditions, provided that it notifies the Client of the amendment(s) without delay.
The agreement is only formed once the Contractor has accepted the engagement.
The Contractor cannot be held to its quotation if the Client can reasonably be expected to understand that the quotation, or any part of it, contains an obvious mistake or clerical error.
Subscriptions are only formed when the Contractor, after careful evaluation of the application form, explicitly agrees to enter into an agreement.
Every agreement between the Contractor and the Client is entered into for an indefinite period, unless the (nature of the) agreement dictates otherwise.
If, after the agreement has been concluded, the Client wishes to amend it, these amendments must be recorded in writing before the Contractor has started performing the agreement. The amendments only become part of the agreement after acceptance by the Contractor. If the amendments make performance of the agreement impossible, the Contractor has the right to terminate the agreement without liability for any damage. Any problems arising from the amendments are at the Client’s expense.
If during the performance of an agreement it becomes apparent that, as a result of circumstances unknown to the Contractor or due to force majeure, the agreement cannot be performed, the Contractor has the right to amend the agreement in such a way that its performance becomes possible. Any additional or reduced costs resulting from such an amendment will be settled between the parties.
The Contractor performs the agreement to the best of its ability and in compliance with applicable laws and regulations.
The Contractor determines the manner in which the agreement is performed, such as, but not limited to, which employee(s) are involved.
The work is carried out within the time usually scheduled or agreed for it. A stated or agreed period of performance is a best-efforts obligation and not a strict deadline.
If the Client submits a request for advice to the Contractor via the website or by email, the Contractor aims to contact the Client within one (1) working day.
The Contractor may engage other parties in the performance of an agreement. These parties may invoke the provisions of these general terms and conditions in full. The Contractor is not liable for any shortcomings of these parties. The Contractor is authorised to accept any limitations of liability of third parties on behalf of the Client.
The Client is obliged to make available to the Contractor, in the desired form, in the desired manner and in good time, all Records that the Contractor, in its judgement, requires for the correct performance of the agreement. The Contractor determines what is to be understood by the desired form, the desired manner and in good time.
The Client guarantees the accuracy, completeness and reliability of the Records it provides, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
If the Client and the Contractor have agreed a period and/or date within which the agreement must be performed, and the Client fails to make the necessary Records available in good time, completely, in the desired form and in the desired manner, the Contractor has the right to suspend the agreement until the required Records have been received. The Client and the Contractor will then consult on a new period and/or date within which the agreement must be performed.
The Client bears the risk of misunderstandings regarding the content and performance of the agreement if these are caused by specifications or other information not received, or received incorrectly, late or incompletely, by the Contractor.
If, during the engagement, work is carried out for the Client’s profession or business that was not agreed in the engagement confirmation, this work is deemed to have been carried out incidentally on the instructions of the Client.
If the Contractor notifies the Client in writing of additional work, including the consequences for the timeline and costs, and the Client does not object within four working days, this additional work is deemed accepted and the additional costs must be paid.
The Client obtains a non-exclusive and non-transferable right to use the software made available, solely for the agreed purposes. The Client must strictly comply with the conditions set out in these general terms and conditions, the general terms and conditions of the relevant supplier and the agreement. The Client is expressly not permitted to allow third parties to use the software.
The Client determines which information is stored and/or exchanged using the software. The Contractor has no knowledge of that information, unless the Client expressly requests this.
The software is provided to the Client for use for a term of 12 months, unless otherwise agreed. The Contractor or its supplier has the right to modify the software to improve functionality and/or fix errors. This is a best-efforts obligation and not a guarantee that all errors will be fixed. The Contractor reserves the right to take the software temporarily out of use for maintenance and will, where this could reasonably be expected, inform the Client of this, without being obliged to do so. The Client is only entitled to warranties and additional services, such as a backup, if these have been expressly and separately agreed.
If the data required for the performance of the agreement have not been provided to the Contractor in good time, the Contractor has the right to suspend the performance of the agreement and further work and/or to charge the Client for the additional costs resulting from the delay at its usual rates. The Contractor may take the software out of use if the Client fails to fulfil an obligation or at the request of the competent authority. The obligation to pay the amounts due remains despite the software being taken out of use. Upon termination of the agreement, the licence to use the software also ends, unless the parties have agreed otherwise. The Client must then immediately stop using the software and destroy all copies of the software or return them to the Contractor.
The costs for the use of the software and any maintenance work are calculated in accordance with the Contractor’s usual rates, unless otherwise agreed. The Client is responsible for paying these costs within the agreed payment term.
A best-efforts obligation applies to the security of the software provided, which is taken care of by the relevant supplier.
The Contractor is obliged to maintain confidentiality towards third parties who are not involved in the performance of the agreement. This duty of confidentiality does not apply where legal or professional rules, such as (but not limited to) the reporting obligation under the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft), require the Contractor to provide information.
This provision does not mean that employees of the Contractor or cooperating third parties may not consult each other confidentially. Such consultation is permitted if it is necessary to properly perform the arrangements or to comply with the law or professional rules.
The Contractor is entitled to anonymise information and use it for statistical or comparative purposes.
The performance of the agreement by the Contractor does not include the transfer of intellectual property rights held by the Contractor. All intellectual property rights that arise during, or result from, the performance of the agreement belong to the Contractor.
The Client is expressly prohibited from reproducing, disclosing or exploiting the products in which the Contractor holds intellectual property rights, or products in which intellectual property rights exist for whose use the Contractor has acquired rights of use – including in this context in any event, but not limited to: computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros and other intellectual products.
The Client is not permitted to hand over the products referred to in paragraph 2 to third parties without the prior written consent of the Contractor, other than in the ordinary course of the Client’s business and after full payment to the Contractor.
If no specific method of remuneration for the work has been agreed between the Contractor and the Client, the fee is calculated on the basis of an hourly rate of € 150.00 excluding VAT, plus disbursements such as (but not limited to) costs.
The stated prices exclude additional costs that may be incurred in connection with the agreement. These include, among other things, travel expenses, accommodation expenses, turnover tax (VAT) and other levies imposed by the government, unless otherwise agreed. If no fixed fee has been agreed, the fee is determined on the basis of the hours actually spent.
The price quoted by the Contractor for the work to be performed is only valid for work that meets the agreed specifications. The Contractor reserves the right to increase the agreed price if, after the agreement has been concluded, unexpected additional work is required, or if a cost increase occurs that is necessary for the performance of the agreement or results from laws or regulations.
The Contractor is entitled to index its prices annually on the basis of the Consumer Price Index (CPI) as published by Statistics Netherlands (CBS). The price adjustment will take place on 1 January of each year and is based on the CPI of the previous year.
The Contractor annually evaluates the subscriptions it offers. Where the Client has a contract for services in the form of a subscription, the Contractor has the right each year to assess whether the Client still meets the requirements of the chosen subscription package. If necessary, the Contractor may adjust the package provided in accordance with these requirements. This evaluation ensures that the services and products the Client purchases continue to match its needs and market developments.
If the performance of the agreement is delayed or interrupted for reasons not attributable to the Contractor, the costs incurred and the fee chargeable up to that moment will be reimbursed by the Client to the Contractor, without any right of set-off or suspension.
The Client must pay the invoice amount within fourteen (14) days of the invoice date, without any right to deduction, set-off or suspension. Every payment term is a strict deadline. In the event of late payment, the Client is in default by operation of law without any notice of default being required, and the Client cannot claim the Work agreed under the subscription.
If a subscription has been agreed in the agreement, the subscription fee for each month is payable in advance.
In the event of late payment, the Client owes interest of 1% per month or part of a month or, if the statutory (commercial) interest rate is higher, interest at that rate, as well as full reimbursement of extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies, which are set at a minimum of 15% of the principal sum plus the interest calculated on it, with a minimum of € 250.
In the event of liquidation, bankruptcy, attachment or suspension of payments of the Client, the Contractor’s claims against the Client become immediately due and payable.
If the Client fails to pay the Contractor’s invoices, or fails to pay them in full, within the agreed payment term, the Contractor may suspend the delivery of services and/or goods without any notice of default being required.
The Client is obliged to examine with due speed after the work has been performed whether the Contractor has properly fulfilled the agreement. Complaints must be submitted in writing, specified clearly enough for the Contractor to act on them adequately, within fourteen (14) days after the completion of the work, failing which the performance of the agreement between the parties is deemed proper.
The Contractor is always entitled to substitute a new, proper performance for an earlier defective performance, unless the failure cannot be remedied.
If the Contractor considers a complaint justified, the Contractor is entitled to perform the relevant agreement again, or otherwise to remedy (or have remedied) the complaints. In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or redoing the rejected work free of charge, or not performing (or no longer performing) the engagement in whole or in part against a proportional refund of fees already paid by the Client.
A complaint regarding the work performed or deliveries made does not suspend the Client’s payment obligation.
The Contractor is only liable for direct damage resulting from gross negligence or intent on the part of the Contractor, to be proven by the Client. The Contractor is expressly not liable for indirect and/or consequential damage.
The Contractor’s liability is limited to compensation for direct damage that is the direct result of an (interrelated series of) attributable failure(s) in the performance of the engagement. This liability for direct damage is limited to the amount paid out by the Contractor’s liability insurer in 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 performance of the engagement. If the engagement is a continuing agreement with a term of more than one year, the aforementioned amount is set at one times the amount of the fee charged to the Client in the twelve months preceding the occurrence of the damage.
The Contractor is not liable for damage suffered by the Client because the Client provided the Contractor with no, incorrect or incomplete Records, or because the Client did not provide them in good time.
The Contractor is not liable for damage resulting from the use of electronic means of communication in performing the engagement. This includes, but is not limited to, damage resulting from non-delivery or delay in the delivery of electronic communications, interception or manipulation of electronic communications by third parties or by software/equipment used for sending, receiving or processing electronic communications, transmission of viruses, and the failure or malfunctioning of the telecommunications network or other means required for electronic communication. An exception to this is damage resulting from intent or gross negligence on the part of the Contractor. Data extracts from the Contractor’s computer systems constitute conclusive evidence of (the content of) the electronic communications sent until proof to the contrary has been provided.
The Contractor is not liable for any damage, of whatever nature and/or extent, suffered or to be suffered by the Client or third parties, related to or arising from the performance of the agreement. This includes damage to property of the Client or third parties, as well as indirect damage such as business damage, consequential damage (as well as imposed fines and/or (tax) levies), lost profits, missed savings and damage due to business interruption. The Contractor is also not liable for indirect damage resulting from the Contractor’s failure to perform, or to perform in time or properly.
The Contractor’s duty of care cannot be invoked as grounds for liability in the event of a termination as described in Article 12 and Article 13 paragraphs 1 to 5, not even if the timely preparation of the Client’s annual accounts is jeopardised as a result.
The Contractor is never liable to the Client for damage and/or costs, of whatever nature and/or extent, in any way related to or arising from acts, omissions, errors and/or the quality of the work delivered by third parties engaged by the Contractor in the performance of the agreement. The foregoing does not apply in the event of intent or equivalent gross carelessness on the part of the Contractor.
The Client indemnifies the Contractor against all third-party claims for damage in connection with the agreements performed by the Contractor, unless it is legally established that these claims result from intent or equivalent gross carelessness on the part of the Contractor and the Client also demonstrates that it is in no way at fault in this respect. The Client indemnifies the Contractor against claims by third parties, including employees of the Contractor and third parties engaged by the Contractor, who suffer damage in connection with the performance of the engagement as a result of acts or omissions of the Client or of unsafe situations in its business or organisation.
The Client indemnifies the Contractor against claims by third parties, including employees of the Contractor and third parties engaged by the Contractor, who suffer damage in connection with the performance of the engagement as a result of acts or omissions of the Client or of unsafe situations in its business or organisation.
The Contractor is not liable for damage to or loss of Records during transport or dispatch by post, regardless of whether the transport or dispatch is carried out by or on behalf of the Client, the Contractor or third parties.
Employees of the Contractor are not authorised to acknowledge, in any way whatsoever, liability on behalf of the Contractor for the damage referred to in this article.
Insofar as not already covered in the articles above, the following applies with regard to the software made available by the Contractor to the Client:
If the Contractor fails to perform the agreement, or to perform it in time or properly, as a result of a statutory or unforeseen cause not attributable to it, including illness, computer failure, or the end of an agreement with an employee or engaged third party(ies) essential to the performance of the engagement in question, the obligation to perform is suspended until performance is possible again, without the Contractor being in default. In that case the Client cannot claim compensation.
The Contractor will notify the Client of force majeure as soon as possible. The Client then has the right to terminate the agreement in writing with a notice period of one (1) month, without any right to compensation, in which case the work carried out by the Contractor up to that time must be paid for.
Each party has the right to terminate the agreement at any time during its term, subject to a notice period of one (1) month, commencing on the first day of the following calendar month. Notice must be given in writing.
In the case of a subscription or continuing agreement of one (1) year, both the Client and the Contractor may terminate the agreement within ninety (90) days without giving reasons. In the event of termination within this period of ninety (90) days, all fees paid by the Client up to that point will be fully refunded by the Contractor. Furthermore, the Contractor has no obligation whatsoever to perform the agreed services, regardless of which party terminated.
If the Contractor cannot properly perform the engagement as a result of the end of the employment of an employee or the end of an agreement with an engaged third party that is essential to the performance of the engagement in question, both the Contractor and the Client have the right to end the agreed services with immediate effect.
If a party is liquidated, has applied for or been granted a suspension of payments, has been declared bankrupt or has filed for bankruptcy, or if the Dutch Debt Restructuring (Natural Persons) Act (Wsnp) has been declared applicable to a party, the other party has the right to terminate the agreement with immediate effect, subject to reservation of rights.
If the Client fails to fulfil any obligation strictly, has provided incorrect data or has withheld data, the Contractor is entitled to suspend the fulfilment of all obligations towards the Client or to dissolve the agreement in whole or in part, without any prior notice of default and/or judicial intervention being required, while retaining the Contractor’s right to claim compensation. Everything the Client owes the Contractor at that moment becomes immediately due and payable.
If the agreement is dissolved, the Contractor’s claims become immediately due and payable.
The Client is only entitled to cancel an agreement in writing, stating reasons, before performance has commenced, provided that the resulting damage to the Contractor (including reserved labour capacity and preparatory work) is compensated. Cancellation of the agreement only binds the Contractor after its written acceptance.
The work is carried out within the time usually scheduled or agreed for it. A stated or agreed period of performance is a best-efforts obligation and not a strict deadline. Exceeding the period is not grounds for dissolving the agreement. Even if a final deadline has been agreed, the Contractor is only in default after the Client has given it notice of default, and must then first be given the opportunity to remedy or improve its performance.
The Contractor is entitled to suspend the fulfilment of its obligations or to dissolve the agreement if:
Notwithstanding the above, the Contractor will in any event suspend its services to the Client in the event of payment arrears of two (2) months or more, and will dissolve the agreement with immediate effect in the event of payment arrears of three (3) months or more.
The Contractor is entitled to suspend the release of Records or other items to the Client or third parties until all claims that are due have been paid in full.
The Contractor is permitted to use text and/or image information relating to a project in which it is or has been involved in any way for promotional purposes.
Communications by email or otherwise electronically are, unless proven otherwise, deemed to have been received on the day they were sent.
During the term of the agreement between the parties and for six (6) months after its end, the Client will not employ any staff of the Contractor and/or have staff of the Contractor perform work, on pain of an immediately payable penalty of € 10,000.00 per breach and € 1,000.00 for each day that the breach continues, without prejudice to the Contractor’s right to full compensation.
These general terms and conditions and all agreements to which they relate are governed exclusively by Dutch law.
A dispute exists as soon as one party declares that a dispute exists. Disputes are governed by Dutch law and submitted to the District Court of Amsterdam.
All claims and defences relating to the performance of the agreement are, in deviation from the statutory period, subject to a limitation period of one (1) year, calculated from the day the work is completed.