General Terms & Conditions Borgen Tax B.V.
- Borgen Tax B.V. is a private company with limited liability incorporated under Dutch law, established in Amsterdam, registered with the Chamber of Commerce under number 58879765, which trades under the name Borgen Tax or Borgen which, as an integrated entity of tax lawyers and attorneys at law, conducts a tax consultancy and law practice (further referred to as ‘Borgen’). 2. These general terms and conditions apply to all assignments accepted by Borgen, including all supplementary and follow-up assignments, and to all assignments carried out by affiliated persons acting for and/or on behalf of Borgen. All assignments granted to and accepted by Borgen are subject to the applicability of these general terms and conditions. The applicability of other general terms and conditions, including those of the Client, is hereby expressly excluded and denied. 3. Borgen is always the sole contracting party, regardless of which professional accepts the assignment on behalf of Borgen (whether or not in cooperation with others) and notwithstanding that it may be explicitly or implicitly intended that the assignment is executed by a specific person or specific persons. Articles 7:404 and 7:407.2 of the Dutch Civil Code do not apply to any assignments accepted by or on behalf of Borgen. 4. The Client may be eligible for subsidised legal aid (Dutch: ‘toevoeging’) under the Legal Aid Act. However, Borgen does not provide services on the basis of legal aid. By signing the engagement letter, the Client opts not to make use of this subsidy. As a result, the (financial) conditions of the engagement letter and the General Terms & Conditions remain fully applicable. 5. Unless otherwise agreed in writing, the fees payable for services rendered by Borgen are calculated on the basis of the number of hours spent on the execution of an assignment, multiplied by the applicable hourly rates charged by the persons working on the assignment. The fee could, at Borgen’s discretion, include factors such as urgency, expertise, importance or complexity of the matter, nature and duration of the relationship with the Client. The hourly rates may from time to time be reasonably adjusted, and such adjusted rates will then subsequently be applied. Borgen is not obliged to notify its clients regarding any adjustments beforehand. Furthermore, Borgen will charge the Client for any specific costs incurred by Borgen in the execution of the assignment (such as court fees, costs for extracts from the Commercial Register, courier charges and costs). 6. After the expiration of the payment term interest will become due on the total amount invoiced, calculated at the statutory rate as referred to in Article 6:119a of the Dutch Civil Code, and will include all (extra-)judicial collection costs incurred by Borgen plus all costs of any internal or external lawyers instructed by Borgen. 7. The Client and Borgen are always at liberty to prematurely terminate an assignment without giving reason. Premature termination of an assignment will not affect the Client’s liability to settle the amounts invoiced or to be invoiced by Borgen until such termination for services rendered. 8. Every form of liability on the part of Borgen for loss or damage ensuing from or relating to any shortcomings in the execution of its assignments will be limited to the amount covered under the professional liability insurance of Borgen, increased by the excess applicable under the terms of its insurance policy. Any liability of Borgen for consequential damage is excluded. The entitlement to compensation for loss or damages will expire one year after the event becomes apparent from which the loss or damages directly or indirectly arise if the management of Borgen has not been duly notified in writing or proceedings are not brought before the court within said year. 9. If and to the extent, for whatever reason, no payment is made under the professional liability insurance of Borgen in connection with contractual or non-contractual liability on the part of Borgen for loss or damage arising from or relating to any shortcomings in the execution of assignments, each and any liability will be limited to the equivalent of three times the amount payable to Borgen in the relevant year in the case concerned, excluding VAT, with a maximum of € 200,000. 10. In executing an assignment Borgen may engage not only its employees and the directors of its shareholders but also third parties who are not employed within its organization (‘sub-contractors’), including members of the international network of tax member firms (‘Taxand Member Firms’) of which Borgen is the Dutch member. Sub-contractors and Taxand Member Firms are independent legal entities. In selecting sub-contractors and Taxand Member Firms, Borgen will exercise its discretion and due care. Borgen will not be liable for any errors or shortcomings arising from the work performed by any of the sub-contractors or Taxand Member Firms and shall not be deemed to have engaged such sub-contractors or Taxand Member Firms. The sub-contractors and Taxand Member Firms are entitled to directly invoke, rely on, benefit from and enforce these general terms and conditions, as if they are party to this agreement (such that each reference to Borgen shall be deemed to be a reference to such other sub-contractors and Taxand Member Firms); with the exception that the liability of such sub-contractor and Taxand Member Firm is, in all cases, limited to one times the fees it is paid for its services. Borgen’s receipt of payments for services rendered by such sub-contractor or Taxand Member Firm is strictly for creating an efficient invoicing process. 11. Borgen is entitled to make reference of the existence of an engagement letter and the general nature of the services provided to Client and the group it forms part of for purposes of proposals to potential clients and/or legal ranking agencies. 12. Borgen acts in accordance with the Dutch Anti-Money Laundering and Terrorist Financing Act (“Wwft”). The Wwft can require Borgen to report unusual transactions. It is understood that Borgen may not inform the Client in such case. Borgen also provides mandatory notifications under the so-called EU Mandatory Disclosure Directive (2011/16/EU). 13. Borgen uses electronic channels and platforms in the performance of its services. Borgen can also communicate with Client and third parties via electronic channels, including e-mail. Borgen aims to guarantee the integrity and authenticity of communications through secure and/or encrypted connections. The version of any communication stored, sent or received by Borgen always applies as authentic. 14. The Client agrees to indemnify Borgen and its affiliated parties and personnel against all claims, damages and expenses (including reasonable legal fees and other costs) of third parties arising from the assignment. 15. All provisions included in these general terms and conditions have also been made on behalf of the shareholders of Borgen, the directors of the shareholders of Borgen, whether private limited liability companies or natural persons, including their legal successors, and on behalf of employees or former employees of Borgen including their possible heirs. 16. In case of complaints about the assignment process, service level or billing level, the Client can contact the Borgen management board in writing at contact@borgentax.nl 17. The legal relationship between Client and Borgen is governed by Dutch Law. Any disputes will be settled by the District Court of Amsterdam. This does not alter the fact that Borgen is always entitled to file proceedings with a competent court in the jurisdiction or district of the Client.