Terms and Conditions

General Terms and Conditions

Article 1 - General

1.1 In these General Terms and Conditions, the following definitions shall apply:

Client: the party giving the mandate;
Contractor: Plannera, a BrisQ Business B.V. entity, holding its statutory seat in Amsterdam, the Netherlands, being a private limited company;
Assignment or Agreement: the assignment contract, under which the Contractor undertakes vis-à-vis the Client to perform certain activities within the scope of the usual activities of the Consultant. These activities include all activities commissioned and all further activities which may result from the commission or which are related thereto, including but not limited to:
- Advising with respect to questions of a financial nature,
- Performing tax filings,
- Full or partial bookkeeping of accounts
- Preparation of annual accounts and other financial statements, such as annual accounts, annual reports and credit reports,
- All the above in the broadest sense of the word and in any case including the activities as mentioned in the order confirmation.

1.2 All clauses in these General Terms and Conditions are also made for the benefit of all those who work and/or have worked for the Contractor in the context of the performance of the Assignment, including staff and auxiliary personnel of the Contractor and third parties, including directors, partners, mates and subordinates of the Contractor. They may invoke this against the Client.

Article 2 - Applicability

2.1 These General Conditions shall apply to all Assignments or Agreements between Client and Contractor or their legal successors, respectively, and to all resulting and/or related agreements, as well as to all offers and/or quotations made by Contractor.

2.2 The applicability of Client’s General Terms and Conditions is explicitly rejected by Contractor.

2.3 Any stipulations deviating from these conditions shall only be effective if and insofar as Contractor has expressly confirmed these to Client in writing. Unless expressly agreed otherwise in writing, such deviations from or additions to the General Conditions shall apply only to the Agreement in question.

2.4 If any stipulation, forming part of these General Terms and Conditions or of the Agreement, is null and void or annulled, the Agreement shall otherwise remain in force as far as possible and the stipulation in question shall be replaced forthwith by a stipulation that approaches the purport of the original stipulation as closely as possible.

Article 3 - Agreement

3.1 The Agreement is either created at the moment that the order confirmation signed by the Contractor and the Client is received in return by the Contractor or if the Client pays any advance payment, which is part of the total renumeration for the work that will be performed. The order confirmation is based on the information provided by the Client to the Contractor at the time. The order confirmation is deemed to accurately and fully represent the Agreement.

3.2 If the Assignment is given verbally, or if the Assignment Confirmation has not (yet) been signed and returned, the Assignment will be deemed to have been concluded under the applicability of these General Terms and Conditions as soon as the Contractor commences the performance of the Assignment at the Client’s request.

Article 4 - Data and information

4.1 The Client shall be obliged to provide all data and information required by the Contractor, as well as data and information which the Client could reasonably know that the Contractor needs for the correct execution of the Agreement

in a timely manner
in the format desired by the Contractor.

4.2 The Client warrants the accuracy, completeness, reliability and legitimacy of the data and information supplied by or on behalf of it to the Contractor, even if they are supplied through third parties or originate from third parties, unless the nature of the Assignment dictates otherwise.

4.3 Client shall be obliged to promptly inform Contractor of facts and circumstances that may be relevant in connection with the performance of the Order.

4.4 Contractor is entitled to suspend the performance of the Order until Client has complied with the obligations mentioned in the first, second and third paragraph.

4.5 Extra costs, extra hours, as well as other losses incurred by Contractor as a result of Client’s failure to comply with the obligations referred to in the first, second or third paragraph shall be at the expense and risk of Client.

4.6 At the Client’s first request, the Contracted Party will return to the Client the original documents provided by the Client.

4.7 Client is responsible for correct compliance with the applicable laws and regulations in the field of personal data protection, including the provision and making available to Contractor of personal data relating to its personnel, clients or third parties, even if they originate from third parties or are provided by third parties on its instructions. The Contractor cannot be held liable in connection with non-compliance or incorrect compliance by the Client.

Article 5 - Execution of the Agreement

5.1 Contractor shall determine the manner in which and by which person(s) the agreement is to be performed, but in doing so shall as much as possible observe the wishes expressed by Client.

5.2 If Contractor wishes to involve third parties in the performance of the Assignment at the Client’s expense, it will only do so with the Client’s approval.

5.3 Contractor shall perform the Assignment to the best of its ability and with due professional care; however, Contractor cannot guarantee the achievement of any intended result.

5.4 The Assignment shall be performed with due observance of the applicable regulations and what is required by or pursuant to the law. Client shall always and fully cooperate with the obligations arising therefrom for Contractor.

5.5 Client is aware that under the Prevention of Money Laundering and Financing of Terrorism Act (AML), Contractor:

may be obliged to conduct an investigation into the identity of the Client and/or client;
may be obliged to report certain transactions to the authorities established by the government for that purpose.

5.6 The Contractor excludes any liability for damage arising as a result of the Contractor’s compliance with the laws and regulations applicable to it.

5.7 Contractor shall maintain a work file relating to the Agreement, containing copies of relevant documents, which shall be the property of Contractor.

5.8 During the performance of the Agreement, the Client and Contractor shall be able to communicate with each other by electronic mail at the request of either of them. The Client and the Contractor shall not be liable to each other for any damage resulting from the use of electronic mail. Both Client and Contractor will do everything that can reasonably be expected to prevent risks such as the spread of viruses and distortion. In case of doubt regarding the content and/or transmission of electronic mail, the data extracts from the Contractor’s computer systems will be decisive.

Article 6 -Timelines

6.1 Deadlines by which work must be completed shall be final deadlines only if agreed in writing.

6.2 If Client owes an advance payment or is required to provide data and information necessary for the performance of the Assignment, the period within which the work must be completed will not commence until Contractor has received payment in full or has made the data and information available to Contractor in full, respectively.

6.3 Unless it has been established that performance is permanently impossible, the contract may not be dissolved by the Client on account of failure to meet a deadline until after the Client has given the Contractor a reasonable period in which to perform the assignment (in full) and the Contractor still fails to perform the assignment (in full) within the period given.

Article 7 - Commencement, duration, termination, dissolution

7.1 The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or purport of the Agreement granted that it has been entered into for a definite period of time.

7.2 The Client and the Contractor may terminate the Agreement (prematurely) at any time subject to 30 days’ notice, unless reasonableness and fairness dictate against termination or termination at such a time. Dissolution must be communicated to the other party with written notice.

7.3 The Agreement may be dissolved by registered letter by both the Contractor and the Client (prematurely) without observance of a notice period in the event that the other party is unable to pay its debts or if a trustee, administrator or liquidator is appointed, the other party undergoes debt restructuring or ceases its operations for any other reason or if the other party considers the occurrence of any of the above circumstances in the case of one party reasonably plausible or if a situation has arisen that justifies immediate termination in the interest of the terminating party.

7.4 In all cases of (premature) termination, the Contractor retains the right to payment of the invoices for work performed by it up to that time, whereby the Contractor, upon receipt of payment, will make available to the Client, subject to reservation, the provisional results of the work performed up to that time.

7.5 If the Client has effected (premature) termination, the Contractor will be entitled to compensation for capacity utilization losses incurred on its side and which can be made plausible, as well as for additional costs which the Contractor has reasonably incurred or will have to incur as a result of the premature termination of the Agreement (such as, inter alia, costs relating to any subcontracting), unless the termination is based on facts and circumstances attributable to the Contractor. To the extent that the transfer of the work involves additional costs for the Contractor, these will be charged to the Client.

7.6 If Contractor has effected (premature) termination, Client is entitled to assistance from Contractor in transferring work to third parties, unless facts and circumstances underlying such termination are attributable to Client.

7.7 To the extent that the transfer of the work involves additional costs for Contractor, these will be charged to Client.

7.8 On termination of the Agreement, each of the parties must immediately hand over to the other party all goods, items and documents in its possession that belong to the other party.

Article 8 - Intellectual property rights

8.1 All rights in respect of products of the mind developed or used by Contractor in the performance of the assignment, including advice, presentations, financial models, working methods, (model) contracts, systems, system designs and computer programs, shall vest in Contractor to the extent not already vested in third parties.

8.2 Except with the express prior written permission of Contractor, Client shall not be permitted to reproduce, disclose or exploit the products of the mind or the recording thereof on data carriers, whether or not together with or through the engagement of third parties, without prejudice to the provisions of Article 9.4.

Article 9 - Confidentiality

9.1 Contractor shall be obliged to treat the data and information supplied by or on behalf of Client from third parties who are not involved in the performance of the assignment as confidential. This obligation shall not apply insofar as the Contractor is under a statutory or professional obligation to disclose, including the obligations arising from the Money Laundering and Terrorist Financing laws (AML) and other national or international regulations of similar purport, or insofar as the Client has released the Contractor from the duty of confidentiality. This obligation of confidentiality also covers the results obtained by processing the data supplied.

9.2 The first paragraph does not prevent internal discussions within the Contractor’s organization insofar as the Contractor deems this necessary for the proper performance of the assignment or for the careful fulfilment of a statutory or professional obligation.

9.3 If the Contractor acts on his own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings, he shall be entitled to use the data and information of which he has become aware during the performance of the assignment insofar as, in his reasonable opinion, such data and information may be of importance.

9.4 Except with the express prior written consent of Contractor, Client shall not disclose or otherwise make available to third parties the contents of any advice, opinions or other statements made by Contractor, whether or not in writing, except to the extent that such disclosure arises directly from the contract, is made for the purpose of obtaining an expert opinion concerning Contractor’s work in question, or if Client has a statutory or professional obligation to disclose, or if Client is acting on its own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings.

9.5 Contractor shall be entitled to disclose the Client’s name and the outline of the work performed to (commercial) relations of Contractor as an indication of Contractor’s experience.

9.6 Contractor shall be entitled to use the results obtained after processing for statistical or similar purposes, provided that such results cannot be traced back to individual Clients .With the exception of the provisions of the preceding paragraphs, Contractor shall not be entitled to use the information made available to it by Client for any purpose other than that for which it was obtained.

Article 10 - Personal data

10.1 In the context of an assignment given by Client to Contractor or in the context of complying with legal obligations to which Contractor is subject, Contractor may process personal data relating to Client and/or persons affiliated with or working for/at Client.

10.2 In connection with the optimization of its services to Client as well as in connection with being able to approach Client and/or persons working for/at Client with information and with services provided by Contractor and third parties, Contractor may process personal data.

10.3 Processing of personal data by Contractor in the context of the activities as mentioned in the first and second paragraph will take place in accordance with applicable laws and regulations in the field of personal data protection.

Article 11 - Fee

11.1 Client shall pay to Contractor a fee as well as compensation for costs incurred in accordance with Contractor’s usual rates, methods of calculation and working methods.

11.2 Contractor is entitled to request Client to make an advance payment.

11.3 If, after the conclusion of the Agreement but before the work under the Agreement has been fully executed, rate-determining factors such as, for example, wages and/or prices change, Contractor will be entitled to adjust the previously agreed rate accordingly.

11.4 All rates are exclusive of value added tax (VAT) and other government levies.

Article 12 - Payment

12.1 Payment shall be made without any deduction, discount or into the bank account indicated on the invoice within ten days of the invoice date. The day of payment shall be the day on which the amount due is credited to the Contractor’s account. Objections to the amount of the invoice do not suspend the Client’s payment obligation.

12.2 If the Client has not paid within the period specified in the first paragraph, or another period agreed between the parties, the Client will be in default and the Contractor will be entitled to charge statutory interest from that time.

12.3 If Client has not paid within the period mentioned in the first paragraph, Client shall be obliged to reimburse all extrajudicial and judicial (collection) costs incurred by Contractor, including to the extent that these costs exceed any court order for costs of proceedings, unless Contractor is ordered to pay the costs as losing party.

12.4 In the event of a jointly awarded assignment, to the extent that the Assignment has been executed on behalf of the joint Clients, Clients are jointly and severally liable for payment of the invoice amount and the interest and costs due.

12.5 Contractor reserves the right – also during the performance of work under the Agreement, if the financial position or the payment record of Client, in the opinion of Contractor, gives cause to do so – to demand from Client full or partial advance payment and/or the provision of security, failing which Contractor will be entitled to suspend the performance of its obligations.

Article 13 - Marketing

13.1 Contractor must be notified in writing of any claims relating to work performed or the invoice amount within 30 days of the date of dispatch of the documents or information about which the Client is complaining or, if the Client proves that it could not reasonably have discovered the defect earlier, within 30 days of the discovery of the defect, failing which Client shall forfeit any and all claims.

13.2 Marketing efforts do not suspend Client’s payment obligation, except in so far as Contractor has informed Client that it considers the marketing efforts to be justified.

13.3 In the event of a justified complaint Contractor has the choice between adjusting the fee charged, improving or redoing the work in question free of charge or not (or no longer) performing the assignment in whole or in part against a proportional refund of fees already paid by Client.

Article 14 - Indemnification

14.1 Contractor undertakes to insure itself and keep itself insured against liability for damage resulting from the non-performance, incorrect performance, untimely performance or incomplete performance of the work under the Agreement. On Client’s first request Contractor shall send Client a copy of the policy conditions of this insurance, free of charge.

14.2 The liability for the compensation of damage suffered is limited to the amount actually paid out under the insurance policy referred to in paragraph 1, increased by the amount of the excess. If, for whatever reason, through no fault or fault of the Contractor, no payment is made under the insurance policy referred to in paragraph 1, any liability will be limited to twice the amount of the fee (excluding VAT) which the Client has paid and/or still owes the Contractor for the work to which the loss-causing event relates or with which it is connected, subject to a maximum of three hundred thousand euros (€300,000).

14.3 The limitation of liability mentioned in the preceding paragraph does not apply to the extent that the damage is the result of intent or gross negligence on the part of the Contractor.

14.4 However, Contractor shall not be liable for:

damage incurred by Client or third parties that is the result of the provision of incorrect or incomplete data or information by Client to Contractor or is otherwise the result of an act or omission by Client;
damage incurred by Client or third parties that is the result of an act or omission by auxiliary persons engaged by Client or Contractor (not including Contractor’s employees), even if they are employed by an organization affiliated with Contractor;
trading losses, indirect losses or consequential losses suffered by the Client or third parties.

14.5 A claim for compensation must be submitted to Contractor within twelve months at the latest after Client has discovered or reasonably could have discovered the damage, failing which the right to compensation will lapse.

14.6 Client shall hold harmless and indemnify Contractor against all claims by third parties – including shareholders, directors, supervisory directors and personnel of Client as well as affiliated legal entities and companies and others involved in Client’s organization – arising out of or in connection with Contractor’s work for Client, except insofar as such claims are the result of intent or gross negligence on the part of Contractor.

14.7 Client shall indemnify Contractor in particular against third party claims for damage caused by the fact that Client provided Contractor with incorrect or incomplete information, unless Client proves that the damage is not related to culpable acts or omissions on its part, or was caused by intent or gross negligence on the part of Contractor. Third party claims shall also include administrative fines imposed on the Contractor as a co-perpetrator of a tax default.

Article 15 - Validity

Unless otherwise stipulated in these General Terms and Conditions, Client’s rights of action, on whatever account, against Contractor in connection with the performance of work by Contractor shall lapse in any case after one year from the moment Client became aware or could reasonably have become aware of the existence of these rights.

Article 16 – Governing Law

16.1 All agreements between Client and Contractor shall be governed exclusively by Dutch law.

16.2 Unless the parties expressly agree otherwise in writing, all disputes relating to Agreements between Client and Contractor shall be submitted to the competent court in the place where Contractor has its registered office.

16.3 Notwithstanding the previous paragraph, the Client and the Contractor may choose a different method of dispute resolution.

Article 17 - Changes

17.1 Contractor shall always be authorized to amend these General Terms and Conditions.

17.2 Amendments will only become binding on the Client if the amended General Terms and Conditions have been filed with a Chamber of Commerce or with the registry of a district court, and the Contractor has notified the Client of the amendments to the General Terms and Conditions and fourteen days have elapsed since the date of this notification, without the Client having informed the Contracted Party in writing that it does not agree to the amendments.