Terms and Conditions
These general conditions are applied by Tax is Exciting BV, having its registered office in Amsterdam at Keizersgracht 62 1015 CS in Amsterdam hereafter called: “OrangeTax”, and are partly stipulated on behalf of the directors of OrangeTax and all persons working for it. The applicability thereof will continue to exist if the aforementioned directors and/or persons no longer work for OrangeTax.
OrangeTax’ other party is the person to whom OrangeTax has made an offer or quote or with whom it has entered into an agreement. This can be both a legal entity and a natural person and this other party will hereafter be referred to as the “customer”.
- These general conditions apply to all quotes and offers made by OrangeTax and acceptances thereof and/or agreements made by OrangeTax whereby OrangeTax undertakes to provide services or execute an assignment. Any purchase conditions or other conditions to which the customer refers when accepting a quote or offer or making an agreement do not apply, unless OrangeTax has accepted them without reservation and in writing.
- Deviations from and/or additions to these general conditions only bind OrangeTax insofar as they are explicitly agreed in writing between OrangeTax and the customer.
- If any provision of these general conditions turns out to be void, only the relevant provision will be excluded from application, all other conditions will continue to apply in full.
Quotes, agreement, assignment, etc.
- Offers and rates of OrangeTax are without commitment, unless explicitly otherwise indicated therein.
- Assignments given to OrangeTax only lead to an obligation of best endeavours on the part of OrangeTax, not an obligation to produce results.
- An agreement is deemed to be made at the time that OrangeTax has accepted an assignment in writing, or has started the execution thereof. OrangeTax is entitled to refuse assignments given to it without having to give any reasons.
- Digital information which OrangeTax has given to the customer, regardless of whether the information is on the internet and regardless of whether the information was furnished on the customer’s request, is without commitment and will never be deemed advice which OrangeTax has given in the framework of an assignment given to it, except insofar as the contrary appears from a notice from OrangeTax.
Engaging third parties
- OrangeTax is permitted to make use of third parties if necessary in the execution of the assignment given to it. When engaging third parties OrangeTax will have prior consultation with the customer as much as possible and will take due care in the selection of third parties. OrangeTax is not liable for shortcomings of these third parties.
Fee and payment
- When making the agreement the parties will agree in what manner OrangeTax’ fee will be paid. The fee can be included in the amounts to be charged to the customer or an hourly rate can be agreed.
- The customer must make payments within 14 days after the invoice date in the manner prescribed by OrangeTax, unless otherwise agreed in writing or the invoice states otherwise.
- Set-off by the customer of the premiums and amounts invoiced by OrangeTax against a counterclaim presented by the customer, or suspension of payment by the customer in connection with a counterclaim presented by the customer, is only permitted insofar as OrangeTax has explicitly acknowledged the counterclaim without reservation or it has been irrevocably judicially established.
- Payments made by the customer will always first be applied to costs owing and then to the due invoices which have been outstanding the longest, even if the customer states that the payment relates to a later invoice.
- If in OrangeTax’ opinion the customer’s creditworthiness gives rise to such, OrangeTax has the right to suspend the provision of its services, until the customer has given adequate security for his payment obligations. Or if the client paid upfront.
- Unless otherwise agreed in writing, time is never to be deemed of the essence with regard to time periods specified by OrangeTax within which he will execute the assignment.
Cooperation by the customer
- The customer will always, upon request and of its own volition, without being asked, furnish all relevant information to OrangeTax which it requires for a proper performance of the assignment given to it. If the customer does not furnish information which is necessary for the performance of the agreed service or assignment to OrangeTax, does not furnish such in time or in accordance with the agreements, or if the customer has not performed his obligations (to furnish information) in some other way, OrangeTax is entitled to suspend the performance of the agreement.
- The customer is himself fully responsible for the accuracy and completeness of all information that he has furnished to OrangeTax.
Liability of OrangeTax
- All liability, contractual and extra-contractual, of OrangeTax and of its directors, its employees and the persons whom OrangeTax has engaged in the execution of the assignment is limited to the amount which in the case in question is paid out under OrangeTax’ professional liability insurance, increased by the applicable excess. On request an interested party will be furnished with additional information regarding the professional liability insurance.
- In the event OrangeTax’ professional liability insurance as referred to in Article 7.1 does not provide cover in a specific case, OrangeTax’ liability, contractual and extra-contractual, and the liability of its directors, its employees and the persons whom OrangeTax engaged in the execution of the assignment, is limited to a maximum of the total of the fee charged to the customer or the premium charged by the insurer for the assignment to which the damage is related.
- The execution of the assignment will only be effected on behalf of the customer. Third parties cannot derive any rights from the contents of the activities carried out on behalf of the customer.
- OrangeTax is never liable for damage which is suffered by the customer or third parties as a result of incorrect, incomplete or late information being furnished by the customer.
- OrangeTax is never liable for any damage whatsoever ensuing from errors in software or other computer programs used by OrangeTax, unless OrangeTax can recover damage from the supplier of the relevant software or computer programs.
- OrangeTax is never liable for any damage whatsoever ensuing from the circumstance that (e-mail) messages which the customer has sent to OrangeTax have not reached OrangeTax.
- The provisions of this article are without prejudice to OrangeTax’ liability for damage caused by the intent or recklessness of its subordinates.
- The customer is only entitled to dissolve any agreement with OrangeTax if OrangeTax, even after having been given proper notice of default, continues to fail to perform its obligations to the customer. Payment obligations which have arisen before the time of dissolution and/or which relate to services already delivered, must be performed by the customer in full.
- OrangeTax is not bound to perform any obligation if this is not reasonably possible for OrangeTax as a result of changes beyond OrangeTax’ control in the circumstances as these existed at the time of entering into the obligations.
- A shortfall in the performance of an obligation of OrangeTax is in any event not default and is not at his risk in the event of default and/or shortcoming by or at its suppliers, subcontractors and/or other third parties it has engaged, in the event of fire, work strike or lock-out, riots, war, government measures, including export, import or through-put prohibitions, freezing and all other circumstances which are of such nature that OrangeTax cannot be required to be bound thereby.
Confidentiality and protection of personal data
- The parties are subject to a duty of confidentiality vis-à-vis each other in respect of all information which came to their knowledge under the heading of the agreement made with the other party and with regard to which it should be reasonably clear that the information is confidential or secret.
- OrangeTax will not use personal details which the customer has given to OrangeTax for other purposes than for the execution of the assignment given to it or mailings and the like which it is to send to the customer, except insofar as OrangeTax is obliged on the basis of the law or public order in the framework of the performance of its business to furnish the relevant details to an institution designated in this respect.
- If the customer objects to the inclusion of his personal details in any mailing list and the like of OrangeTax, OrangeTax will remove the relevant details from the relevant database on the customer’s first written request.
Applicable law and disputes
- All quotes, offers and agreements of OrangeTax are governed by Dutch law.
Loss of right
- All rights of claim and other powers of the customer under whatever heading vis-à-vis OrangeTax in connection with activities carried out by OrangeTax will in any event lapse five years after the time when the customer was aware or could reasonably have been aware of the existence of these rights and powers.