General terms and conditions
These terms apply to services provided by Audira B.V. They are based on the NBA Model General Terms and Conditions 2017, Version 1. For purposes of the terms, Audira B.V. is the Contractor.
1. Definitions
Defines Professional Regulations, Documents, Employee, Assignment/Agreement, Client, Contractor and Work. Assignments are accepted and performed by the firm rather than an individual employee; Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code are excluded.
2. Applicability
The terms apply to offers, quotations, assignments, legal relationships, agreements and related work. Deviations must be agreed expressly in writing. An engagement letter prevails where it conflicts with these terms. Client terms are rejected, and persons involved in providing the services may also rely on these terms.
3. Client information
The Client must provide all information and documents required for proper performance, in the requested form and on time, and is responsible for their accuracy, completeness and reliability. Additional costs caused by late or inadequate delivery are for the Client. The Contractor may suspend work until the required information is provided and will return original Client documents on written request.
4. Performance of the assignment
The Contractor performs the assignment to the best of its ability and in accordance with applicable law and professional regulations, determines how and by whom the work is performed, and may engage third parties.
5. Professional regulations
The Client cooperates with obligations arising from professional rules. The Contractor protects personal and confidential information and may disclose information where law or professional rules require this, including unusual-transaction reporting, certain fraud reporting and client-identification obligations.
6. Intellectual property
Intellectual property created in or arising from the assignment remains with the Contractor. The Client may not reproduce, publish, exploit or provide protected materials to third parties without prior written permission, subject to the exceptions stated in the Dutch terms.
7. Force majeure
Obligations affected by force majeure are suspended. Either party may terminate all or part of the agreement in writing with immediate effect in such circumstances. Work already performed may be invoiced separately.
8. Fees and costs
Unless a fixed price or other arrangement is expressly agreed, work is charged on time spent and costs incurred. Expenses and third-party charges may be invoiced separately. The Contractor may request an advance and may adjust rates where permitted by the agreement. VAT is charged where legally required.
9. Payment
Invoices are payable within 30 days unless otherwise agreed, without deduction, suspension or set-off. Late payment may result in statutory interest and recovery costs. Joint Clients are jointly and severally liable. The Contractor may request security and suspend work if payment or financial circumstances justify this.
10. Timetables
If the Client does not make an agreed advance payment or does not provide required documents on time and in the required form, the parties will agree a new timetable. Deadlines are only strict final deadlines when expressly agreed in writing.
11. Liability and indemnities
The Contractor is not liable for loss caused by missing, inaccurate, incomplete or late Client information, or for indirect or consequential loss. Liability for direct loss is limited in accordance with the professional liability insurance and the detailed limits in the Dutch terms. The limitations do not apply in cases of intent or deliberate recklessness by the Contractor or its management.
12. Termination
Either party may terminate the agreement in writing with immediate effect. The Client remains liable for work already performed and, where applicable, demonstrable capacity loss, additional costs and cancellation costs. On termination by the Contractor, cooperation with a transfer may be provided subject to the conditions in the Dutch terms.
13. Right of suspension
After balancing the relevant interests, the Contractor may suspend obligations, including release of documents or other items, until due amounts are paid. This does not apply to unprocessed original Client documents as specified in the Dutch terms.
14. Limitation period
Unless otherwise provided, Client claims and rights connected with the work lapse one year after the Client knew or reasonably could have known of them. This does not prevent use of the complaint or dispute channels referred to in the terms.
15. Electronic communication and filing
The parties may communicate and store information electronically. The terms allocate risks relating to electronic transmission, systems, networks and digital filing, except where loss results from intent or gross negligence as set out in the Dutch terms.
16. Other provisions
When work is performed at the Client’s premises, the Client must provide a suitable and legally compliant workplace and facilities. Restrictions apply to hiring or approaching personnel involved in the work during the engagement and for 12 months afterwards. The Dutch text prevails over the English text. Provisions intended to survive termination remain effective.
17. Governing law and forum
Dutch law applies. Disputes are submitted to the competent court in the district where the Contractor is established, without prejudice to the complaint, disciplinary and dispute options stated in the terms.
18. Severability
If a provision is wholly or partly invalid or unenforceable, the remaining provisions remain effective. The affected provision is deemed adjusted as far as legally possible while preserving the parties’ original intention.