Terms and Conditions

In these general terms and conditions, the following definitions apply:

Contractor: Accounting office Mojka in Rotterdam, hereinafter referred to as "the contractor".

Client: The natural person or legal entity who has given or caused to be given an assignment to the contractor to perform work. Hereinafter referred to as "the client".

Assignment: All work for which an assignment has been given or which arises from the work, such as setting up and/or maintaining, examining and assessing an administration.

Documents: All items made available by the client to the contractor, including records or data carriers, as well as all items produced by the contractor in the context of performing the assignment, including records or data carriers.

These general terms and conditions apply to: all offers, quotations, assignments, legal relationships and agreements, howsoever named, in which the contractor commits or shall commit to performing work for the client, as well as to all work arising therefrom for the contractor.

The client may only invoke terms and/or conditions that deviate from these terms and conditions or its own terms and conditions if such deviating terms and conditions have been expressly and in writing accepted by the contractor. No rights may be derived from such deviations with respect to subsequently entered into legal relationships.

These general terms and conditions also apply to any supplementary or follow-up assignments.

The agreement is concluded at the moment the client has provided the contractor with data, whether orally or in writing, for the purpose of administrative processing.

The agreement is entered into for an indefinite period, unless the content, nature or purport of the assignment/agreement entails that it has been entered into for a definite period, or if this agreement replaces a previous one, in which case it shall be for an indefinite period.

The contractor is entitled at all times to make unilateral changes to the previously agreed assignment.

The client is obliged to provide the contractor in a timely manner, in the desired form and in the desired manner, with all data and documents which the contractor, in their judgement, deems necessary for the proper performance of the assignment.

If the client fails to provide the aforementioned data and documents, or fails to do so in a timely or proper manner, any additional costs and fees resulting from the delay in the performance of the assignment shall be borne by the client.

The client warrants the accuracy, completeness and reliability of the data and documents made available to the contractor, including where these originate from third parties, unless the nature of the assignment dictates otherwise.

The client is obliged to immediately inform the contractor of all information that is necessary or useful for the performance or completion of the assignment.

The client may involve third parties in the performance of the assignment as needed. The client shall only do so after the contractor has given consent.

The contractor is obliged to perform the assignment in a professional and diligent manner.

The contractor determines the manner in which and by which person within the contractor's organisation the assignment is performed.

The contractor has the right to have certain work performed by third parties.

The contractor may perform and charge the client for additional work beyond the scope of the original assignment.

The contractor is, subject to obligations imposed upon them by law to disclose certain data, obliged to maintain confidentiality towards third parties who are not involved in the performance of the assignment, regarding all information made available to them in connection with the assignment and the results obtained through the processing thereof, including advice given or other written or unwritten communications by the contractor that were not prepared or made with the intention of providing the information contained therein to third parties.

The contractor reserves all rights with respect to intellectual property products which they use or have used in the context of the performance of the assignment, insofar as these rights arise from the law.

The client is expressly prohibited from reproducing, disclosing or exploiting such products, including but not limited to computer programs, system designs, methods, advice, (model) contracts and other intellectual products of the contractor, whether or not with the involvement of third parties.

The client is not permitted to provide the aforementioned products or related materials to third parties, other than for the purpose of obtaining an expert opinion regarding the work of the contractor.

The contractor has the right, before commencing and during the performance of the work, to suspend the execution of the work until the client has paid the contractor an advance, determined in accordance with reasonableness and fairness, for the work to be performed, or has provided (additional) security in a form to be determined by the contractor.

If the client fails to pay an advance or fails to provide (additional) security, the contractor is entitled, without prejudice to their other rights, to suspend further performance of the agreement, and all amounts owed by the client to the contractor, on whatever basis, shall become immediately due and payable.

The contractor's fee:

Is not dependent on the outcome of the assignment;

Is calculated in accordance with the contractor's customary rates, as agreed with the client;

Is due upon the signing of the agreement by both the contractor and the client and the selection of a package/assignment;

Shall, where necessary increased by advances and invoices of engaged third parties, be charged to the client on a monthly, quarterly, annual basis, or upon completion of the work;

Where legally required, VAT shall be charged separately on all amounts owed by the client to the contractor;

In cases of dispute regarding the time spent, the contractor's time records shall be binding; this applies in particular to the hourly rate.

For businesses, if a specific package has been selected and the agreed number of transactions is exceeded, a surcharge of €100 shall apply for every additional 50 transactions on a calendar year basis.

Payment by the client shall be made within 7 days of the invoice date, unless a different term has been agreed in writing.

Payment shall be made in the currency valid in the Netherlands (euro) by means of direct debit (this applies to businesses) or, in exceptional cases, by transfer to an account designated by the contractor, or by handing over the amount in cash against a receipt/proof of payment.

If the client has not paid within the aforementioned term of 7 days, or, in accordance with paragraph 1, has not paid within a different term agreed in writing after expiry of that term, the client shall be in default by operation of law, and the contractor shall be entitled, without further notice or demand, to charge the client the statutory interest from the due date until the date of full payment, all without prejudice to the further rights to which the contractor is entitled.

All judicial and extrajudicial collection costs incurred by the contractor as a result of the client's failure to comply with its payment obligations shall be borne by the client.

The contractor is entitled to suspend the performance of all its obligations, including the delivery of documents or other items to the client or third parties, until all due and payable claims against the client have been fully satisfied.

The contractor has the right to retain items held in connection with the performance of the assignment until the client has fully satisfied all payment and other obligations towards the contractor.

Both the client and the contractor may terminate the agreement at any time, provided the agreement has not been entered into for a definite period and the agreed period has expired.

Termination must be communicated to the other party in writing.

If the client terminates the quotation/assignment/agreement prematurely, i.e. earlier than previously agreed, the client shall still be required to pay the fee to the contractor immediately or within the applicable payment term.

For all damages suffered by the client, in any way connected with or caused by the non-performance, untimely performance or improper performance of the assignment, the contractor's liability is limited to a maximum of one times the amount of the fee charged or to be charged in connection with the work that caused the damage, over the period in which the work that caused the damage was performed.

The contractor has professional liability insurance with the following coverage:

• Maximum €500,000 per event
• Maximum €500,000 per year
• Deductible: €750 per event

The contractor's liability is at all times limited to the amount paid out by the professional liability insurance in the relevant case.

The contractor retains the right at all times, if and insofar as possible, to reverse the damage suffered by the client.

The contractor can never be held liable for the damage to or loss of data and documents stored with them or with third parties.

The contractor is not liable for damage to or destruction of data and/or documents during transport or during dispatch by post or courier service, regardless of whether the transport or dispatch is carried out by or on behalf of the client, the contractor or third parties.

The contractor is not liable for any damage arising from the late submission of necessary data.

The client shall indemnify the contractor against all claims by third parties that are directly or indirectly connected with the performance of the agreement.

The client's obligation to indemnify the contractor shall lapse if the client demonstrates that the damage is not connected with culpable acts or omissions on their part in breach of their obligations towards the contractor, including the obligations of the client pursuant to Article 4 of these general terms and conditions.

During the performance of the assignment, the client and the contractor may communicate with each other by electronic means and/or make use of electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that correctly addressed emails (sent via the internet) are accepted by both parties. The same applies to other means of communication used or accepted by the other party.

The client and the contractor are not liable to each other for any damage that may arise for one or both of them as a result of the use of electronic means of communication, networks, applications, electronic storage or other systems, including but not limited to damage resulting from non-delivery or delay in the delivery of electronic communication, omissions, distortion, interception or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transmission of viruses, and the malfunctioning of the telecommunications network or other means required for electronic communication, unless the damage is the result of intent or gross negligence. The foregoing shall also apply to the contractor's use thereof in its contacts with third parties.

In addition to the foregoing paragraph, the contractor accepts no liability for any damage arising from or in connection with the electronic transmission of (electronic) annual accounts and the digital filing thereof with the Chamber of Commerce.

Both the client and the contractor shall do or refrain from doing all that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.

Data extracts from the sender's computer systems shall constitute conclusive evidence of (the content of) the electronic communications sent by the sender until such time as evidence to the contrary is provided by the recipient.

Unless otherwise provided in these general terms and conditions, all rights of claim and other powers of the client, on whatever basis, against the contractor in connection with the performance of work by the contractor shall in any event lapse six months from the moment the client became aware or could reasonably have become aware of the existence of such rights and powers.

All agreements between the client and the contractor to which these general terms and conditions apply, as well as any disputes arising therefrom, shall be governed by Dutch law.