In order to avoid misunderstandings, cost and responsibility Koppel Services have established a clear line in their General Terms and Conditions.
In view of the fact that these General Business Terms[, a copy of which has been filed with the Amsterdam Chamber of Commerce ,] are governed by Netherlands law, it is pointed out for the record that the Dutch source text is to prevail in the event of there being any discrepancies between the two language versions.
General Trading and Supply Conditions (“General Conditions”) governing all engagements assigned to Koppel Advies B.V.
A. General
The following definitions shall prevail throughout the present General Conditions:
(i) “Principal”: any natural person who or legal entity which has engaged the Contractor for the purpose of having the latter perform Work
(ii) “Contractor”: Koppel Advies B.V. based on Piet Heinkade 55 in Amsterdam, the Netherlands, which private limited-liability company incorporated under the laws of the Netherlands also operates under the trade names of “Koppel Advies” and “Koppel Services”
(iii) “Engagement/Service Contract”: any contract for services involving the Contractor undertaking vis-à-vis the Principal to perform particular duties forming part of the Contractor’s customary sphere of operations, which duties shall embrace any and all work having been commissioned and any and all such additional work as may arise out of or be associated with the Engagement, including without limitation:
- the provision of advice to the Principal on issues pertaining to tax law and/or business economics;
- arranging for the Principal’s tax returns being prepared and filed;
- attending on the Principal’s behalf to applications, objections and appeals in tax-related matters;
- officiating as the Principal’s attorney-in-fact in connection with application, objection and/or appeal proceedings – including Court of Appeal and/or Supreme Court proceedings – being carried on between the Principal and the tax authorities;
- keeping (selected portions of) the Principal’s books;
- the preparation of the Principal’s annual report and accounts and other financial overviews such as credit rating reports;
- the provision of advice in the area of administrative accounting and the integration of administrative accounts in applied software as well as the implementation of same;
- the provision of advice in the area of business process management,
all of the above in the broadest possible terms and on inclusion in any event of such duties as identified in the order confirmation/engagement letter.
(iv) “Records”: any and all effects having been made available to the Contractor by the Principal including documents or data carriers, as the case may be, and any and all effects having been generated by the Contractor in the context of the latter’s performance of the Engagement including documents or data carriers, as the case may be.
(v) “Acceptance of Engagement”: all Engagements shall exclusively be accepted and carried out by the Contractor notwithstanding Sections 404 and 407(2) of Book 7 of the Netherlands Civil Code irrespective of whether the Principal originally assigned the Engagement – be it overtly or covertly – with a view to the implementation of same by (a) particular person(s).
(vi) “Stipulations”: the stipulations as per the present General Conditions have all been provided for inter alia for the benefit of all those being and/or having been in the Contractor’s employ within the context of the Engagement being carried out including any of the Contractor’s staff and ancillary operatives as well as third parties including any of the Contractor’s executive directors, partners and/or subordinates, all of whom in their dealings with the Principal may rely on this clause.
(B) Scope
(1) The present General Conditions shall govern any and all Engagements or Agreements, as the case may be, between the (successors in title of the) Principal and the Contractor and any and all ensuing or associated Agreements and any and all Contractor-issued offers and/or quotations.
(2) The Contractor hereby expressly declines the applicability of any of the Principal’s general business terms.
(3) The applicability of any stipulations in departure of the present General Conditions shall be strictly contingent upon the Contractor vis-à-vis the Principal having expressly confirmed the relevant stipulations in writing, with the additional proviso that the applicability of the relevant departures from or additions to the General Conditions shall be strictly confined to the relevant Agreement unless it was expressly agreed to the contrary in writing.
(4) The remainder of the Agreement shall continue where possible to be in full force and effect in the event of any stipulation forming part of the present General Conditions or of the Agreement being shown to be void or being voided, as the case may be, with the relevant stipulation forthwith being replaced with a stipulation as closely in line as possible with the purport of the original stipulation.
(C) Commencement and Term of Agreement
(1) The Agreement shall be effected and shall commence as at such moment in time as the Contractor has received the Order Confirmation bearing the Principal’s signature back from the Principal. The Order Confirmation shall be based upon such information as the Principal had provided the Contractor with at the time, and shall be deemed accurately to reflect the entire Agreement.
(2) The Parties in producing evidence in corroboration of the Agreement having been effected shall be at liberty to resort to other remedies including letter(s) or e-mail message(s).
(3) Agreements shall be entered into indefinitely except where it follows from the nature or purport of the relevant Engagement that the Agreement in question has been entered into for a definite term.
(4) The Engagement shall be deemed to have been effected subject to the present General Conditions applying as at such moment in time as the Contractor upon the Principal’s request made a start on the performance of the Engagement in the event of the Engagement having been assigned orally or where the signed Order Confirmation has not (yet) been received back.
(D) Details Concerning Principal
(1) The Principal shall be under the obligation in good time and in the prescribed format and manner to furnish the Contractor with any such data and records as the Contractor may regard as instrumental to the adequate performance of the Engagement having been assigned to the Contractor by the Principal, “data and records” being defined in this context, inter alia, as any such documents as the Contractor may require in order for it to ascertain the Principal’s identity as per the Netherlands Money Laundering and Terrorist Financing (Prevention) Act, and being additionally deemed to include any data and information with respect to which it would be reasonable to assume that the Principal should be aware of the Contractor’s need to be provided with same in order for the Contractor correctly to perform the Engagement, any such data and records likewise having to be made available (a) in good time and (b) in such format and (c) in such manner as the Contractor has prescribed.
(2) The Principal shall vouch for the accuracy, completeness and reliability of the data and information having been made available by it or on its behalf including in the event of any such data and information being made available via or being obtained from third parties, all of this except where the nature of the Engagement directs to the contrary.
(3) The Principal shall be under the obligation forthwith the bring the Contractor up to date on any such facts and circumstances as could be relevant in terms of the Engagement being performed.
(4) The Contractor shall be authorised to suspend the performance of the Engagement until such time as the Principal has satisfied the obligation referred to in paragraph D(3) above.
(5) Any additional expenses incurred, additional hours worked and other damage and/or loss suffered by the Contractor as a result of the Principal’s failure to comply with the obligations set out sub D(1), D(2) or D(3) above shall be at the Principal’s risk and expense.
(6) The Contractor upon the Principal’s first request to the relevant effect is to return to the Principal such original records as the Principal had furnished it with. Where the Principal had made available software and/or digital files to the Contractor for processing by the latter and such processing has effectively taken place since, this shall result in the full complement of rights – including copyrights – vested in the processed software and/or digital files resting with the Contractor and the software and/or digital files in question in consequence not qualifying as records to be returned to the Principal, with the Principal in the present context seeing to the transfer where necessary of the full complement of rights – including copyrights – vested in the processed software and/or digital files to the Contractor and the Contractor accepting the relevant transfer. The Principal shall where appropriate see to the performance where necessary of any and all such acts and actions as may be called for in order to ensure that the aforementioned transfer of rights should be seen to in its entirety.
(7) The Principal shall vouch for the accuracy, completeness and reliability of the data and information having been furnished to the Contractor, be it by the Principal itself or on the latter’s behalf.
(8) The Principal shall be responsible for the correct compliance with applicable legislation and regulations where it concerns the protection of personal details including the furnishing and making available to the Contractor of personal details pertaining to the Principal’s workforce, client base or third parties including where such details had originated with third parties or had been furnished by third parties upon the Principal’s instructions. The Contractor may not be held liable in connection with any failure on the part of the Principal (properly) to comply.
(9) The Contractor shall be under no obligation once the performance of the Engagement has been completed to keep in custody such data and records as the Principal had made available to it for any period in excess of such retention period as applies to the Principal.
(E) Performance of Engagement
(1) The Contractor shall decide on the manner in which the Engagement having been assigned to it is to be performed, with the proviso that it shall where possible make allowances for any such requirements as the Principal may have communicated to it in this context.
(2) In the event that the Contractor for the purpose of the Engagement being performed wishes to enlist third parties at the Principal’s expense, it shall only proceed to do so subject to the Principal’s approval.
(3) The Contractor is to perform the Work to the best of its ability and with such due care as may be expected from a professional, albeit that the Contractor may not be expected to vouch for any envisaged result actually being achieved.
(4) The Engagement shall be performed with due observance of the applicable (professional) regulations and the relevant statutory requirements, with the Principal being fully cooperative at all times where it concerns any such obligations as ensue where the Contractor is concerned.
(5) The Principal appreciates that the Netherlands Money Laundering and Terrorist Financing (Prevention) Act may make it obligatory for the Contractor:
(a) to carry out an examination into the identity (identities) of the Principal and/or client, or
(b) to report specific transactions to the designated government authorities.
(6) (Professional) Regulations shall in any event be deemed to include the Professional Practice Regulations of the Netherlands Tax Consultants’ Registry.
(7) The Contractor hereby declines any liability whatsoever for any damage or loss arising out of its compliance with any such legislation and (professional practice) regulations as it may be bound by.
(8) The Contractor shall maintain a working file in connection with the Engagement, which file, ownership of which shall rest with the Contractor, shall contain transcripts of relevant records.
(9) The Principal and the Contractor throughout the performance of the Engagement may communicate with one another using electronic mail where either one of them so requests. The Principal and the Contractor shall not be liable vis-à-vis one another for any damage or loss arising out of the use of electronic mail. Both the Principal and the Contractor shall within reason make every possible effort to ensure the prevention of risks such as distribution of viruses or distortion.
(10) The data extracts from the Contractor’s computer systems shall prevail in the event that there is doubt concerning the content and/or dispatch of electronic mail.
(11) In the event of the Contractor’s accounting records showing duties to have been performed in the course of the Engagement for the benefit of the Principal’s practice or business that were never included in the Work as agreed in the Order Confirmation, such (additional) duties shall be regarded as a one-off Engagement, with the Contractor treating any such one-off Engagement(s) as (a) Contract Extra(s).
(F) DEADLINES
(1) The deadlines applying to the completion of Work shall only qualify as strict deadlines where such had duly been agreed in writing.
(2) In the event of an advance payment being owed by the Principal or in that of the performance of the Engagement requiring the Principal to make available data and information, the period of time within which the Work is required to be completed shall not commence until such time as the Contractor has collected the entire payment or has had the data and information made available to it in their entirety, as the case may be.
(3) Unless it has been established that performance of the Agreement has been rendered permanently impossible, the Principal shall not be in a position to dissolve the Agreement because of (a) missed deadline(s) until such time as he/it has given the Contractor a reasonable amount of time, on expiry of the originally agreed term, within which belatedly to perform the Engagement (in its entirety) and the Contractor has failed once more to perform the Engagement (in its entirety) within such term as it had been given notice of.
(G) CoMMENCEMENT, TERM, CANCELLATION, DISSOLUTION
(1) The Agreement shall be entered into for an indefinite term unless it follows from the content, nature or purport of the Engagement having been assigned that the Agreement should be construed as having been entered into for a definite term.
(2) The Principal and the Contractor with due observance of a three (3) day term of notice of may (prematurely) dissolve the Agreement at any time unless reasonableness and fairness were to dictate to the contrary, any such dissolution to be communicated to the party of the other part by written cancellation.
(3) Both the Contractor and the Principal shall be authorised (prematurely) by registered letter to dissolve the Agreement without any term of notice having to be observed in the event of the party of the other part being unable to settle its debts or having had a trustee in bankruptcy, administrator or liquidator appointed, in that of the party of the other part having had the debt rescheduling regime imposed upon (him or) it or in that of the party of the other part discontinuing (his or) its operations for any other reason, or where it is plausible as far as one of the parties is concerned that any one of the above scenarios has occurred at the party of the other part or a situation has come about which in the interests of the cancelling party justify the termination with immediate effect of the Agreement.
(4) The Contractor shall retain the right to being paid for any invoices it had raised for Work performed to date in all scenarios involving the (premature) dissolution of the Agreement, with the Contractor subject to reservation making available to the Principal the preliminary results of such Work as it had to date performed following its collection of the payment.
(5) In the event of the Agreement having (prematurely) been dissolved on the Principal’s initiative and unless the dissolution of the Agreement was anchored in facts and circumstances which were attributable to the Contractor, this shall entitle the Contractor to being reimbursed for such occupancy loss as has plausibly come about for it and for any such additional charges as it has reasonably had to incur owing to the premature termination of the Agreement (an example being costs incurred in relation to subcontracting if any).
(6) In the event of the Agreement having (prematurely) been dissolved on the Contractor’s initiative and unless the dissolution of the Agreement was anchored in facts and circumstances which were attributable to the Principal, this shall entitle the Principal to the Contractor’s cooperation in the transfer to third parties of Work.
(7) Any additional costs incurred by the Contractor in connection with the transfer of Work shall be charged on to the Principal.
(8) Each of the parties in the event of the Agreement being terminated shall return the full complement of effects, possessions and records belonging to (his or) its party of the other part accordingly. Where the Principal had made available software and/or digital files to the Contractor for processing by the latter and such processing has effectively taken place since, this shall result in the full complement of rights – including copyrights – vested in the processed software and/or digital files resting with the Contractor as set out in paragraph D(6) above, and the software and/or digital files in question in consequence not qualifying as records to be returned.
(H) Confidentiality and Exclusivity
(1) The Contractor shall be under the obligation where it concerns data and information having been furnished by the Principal to observe confidentiality vis-à-vis any third parties having no involvement in the performance of the Engagement, except where the Contractor is under a statutory or professional obligation to disclose particular details including such obligations as arise out of the Netherlands Money Laundering and Terrorist Financing (Prevention) Act and other national or international regulations the purport of which is similar, or where the Contractor had been released from its confidentiality duty by the Principal. The confidentiality duty shall additionally apply to any results having been generated by the Contractor by processing data having been made available to it.
(2) Paragraph H(1) above shall not bar consultation between colleagues taking place within the Contractor’s organisation where the Contractor considers such to be essential to ensuring the proper performance of the Engagement or the due compliance with any particular duty of a statutory or professional nature.
(3) The Contractor shall be authorised where it appears at its own behest in legal proceedings of a disciplinary, civil, arbitration, administrative or criminal nature to make use of any such data and information as it had taken cognisance of in the performance of the Engagement where it is reasonably of the opinion that such data and information could be pertinent.
(4) It shall not be permissible for the Contractor without the Principal’s prior written consent publicly to disclose or make available otherwise to third parties the contents of recommendations, opinions or other Contractor-generated communications, be these in writing or otherwise, except where such is a direct consequence of the Agreement or is effected by way of soliciting an expert judgment regarding the Contractor’s Work in question, where the Contractor is under a statutory or professional disclosure duty or where the Contractor appears at its own behest in legal proceedings of a disciplinary, civil, arbitration, administrative or criminal nature.
(5) The Contractor shall be entitled to disclosing the Principal’s name and describing in outline the Work performed to its (business) associates so as to enable the latter to form an impression of the Contractor’s experience.
(6) The Contractor shall be entitled to use for statistical or similar purposes any such results in figures as may have been obtained in the wake of processing on condition that the results in question should not be traceable to individual Principals.
(7) The Contractor shall not be entitled with the exception of the provisions as per the preceding paragraphs H(1) to H(6) inclusive to deploy the information made available to it by the Principal for any other purpose than that for which said information was originally obtained by it.
(I) PERSONAL DETAILS
(1) The Contractor within the context of an Engagement having been assigned to it by the Principal or within that of ensuring compliance with its statutory obligations may process personal details concerning (persons associated with or employed by or on behalf of) the Principal.
(2) The Contractor may process personal details in connection with the optimisation of its (provision of) services vis-à-vis the Principal and in connection with its ability to approach (persons associated with or employed by or on behalf of) the Principal with information and with services supplied by it and by third parties.
(3) The Contractor shall officiate as the party having responsibility for its processing of personal details within the context of its operations as outlined in paragraphs I(1) and I(2) above. Said processing of personal details by the Contractor shall be effected in accordance with applicable legislation and regulations in the area of personal data protection.
(J) Intellectual Property
(1) The Contractor shall reserve all rights with respect to intellectual products being used, or having been used, by it in the context of the performance of its Agreement with the Principal in so far as rights on the relevant products could legally exist or could legally be vested.
(2) The Principal shall expressly be banned – be it with or without it enlisting any third parties in the process – from publicly disclosing or utilising the aforementioned products including computer programmes, system designs, modes of operation, recommendations, (model) contracts and other intellectual products.
(3) It shall not be permissible for the Principal to make available to third parties any such products – including any components of same – as referred to in paragraph (J)(2) above except where this is done with the aim of being provided with an expert opinion regarding the Contractor’s Work.
(K) FEE
(1) The Principal shall owe the Contractor a fee and shall additionally have to reimburse the Contractor for expenses incurred, all of this as per the Customer’s customary rates, calculation methods and modi operandi.
(2) The Contractor shall be authorised to request from the Principal that the latter should pay it an upfront fee.
(3) The Contractor shall be authorised in the event of rate determining factors such as wages and/or prices undergoing change in the wake of the Agreement having been effected but before the Engagement has been completed in its entirety or in that of the Principal having made changes to or expanded the Engagement to modify the previously agreed rate accordingly.
(4) Rather than being dictated by the outcome of the Engagement having been assigned to the Contractor, the latter’s fee shall be calculated on the basis of such rates as are customarily charged by the Contractor, and shall be rendered due and payable as the Contractor has carried out Work on behalf of the Principal.
(5) The Contractor’s fee augmented where appropriate by upfront fees and invoices from third parties having been enlisted in the performance of the Work and on inclusion of any such turnover tax (value-added tax) as may be due and payable shall be charged on to the Principal at monthly, quarterly or annual intervals or on completion of the Work, depending on the instalment arrangements having been agreed with the Principal.
(6) All rates shall be shown exclusive both of turnover tax and of any other government-imposed levies.
(L) PAYMENT
(1) The Principal shall see to payment in euros being made of the invoiced amount, within a 14 (fourteen) day term of the invoice date, either at the Contractor’s offices or by means of transfer into the Contractor’s bank account, and without the Principal being entitled to any discount or set-off whatsoever where the payment in question relates to Work performed.
(2) The Contractor shall forthwith notify the Principal accordingly in the event of failure on the Principal’s part to effect payment, be it within the term referred to sub L(1) above or within such (alternative) term as had been agreed between the parties, with the Principal being given a further seven (7) days of the date as at which the Contractor dispatched its dunning notice within which belatedly to see to payment being made.
(3) The Principal’s failure to pay up within the term referred to sub L(2) above, or within such (alternative) term as had been agreed between the parties, shall bring about the Principal’s ipso jure non-performance, with the Contractor being authorised I such scenario to charge the Principal, with effect from the deadline for payment referred to sub L(2) above until the date of comprehensive settlement, with statutory commercial interest as defined in Section 119a of Book 6 of the Netherlands Civil Code without it first having to serve the Principal with an additional dunning notice or notice of default, all of this without prejudice to the Contractor’s additional rights of recovery and rights of recourse, on top of which the Contractor shall be authorised to charge on to the Principal an administrative fee in the amount of € 50.00 (fifty euros).
(4) All costs having come about as a result of the claim’s judicial or extrajudicial collection shall be borne by the Principal. The extrajudicial costs have been fixed at a minimum of 15 (fifteen) percent of the outstanding claim. The Contractor’s right to bring a claim for (compensation of) extrajudicial costs shall not be prejudicial to any of the Contractor’s other rights such as its right to claim damages in lieu of, or in addition to, its claim for (compensation of) extrajudicial costs.
(5) In the event of an Engagement having been assigned by multiple Principals collectively, each of said Principals shall have joint and several liability where the settlement of the invoiced amount(s) is (are) concerned in so far as the Work in question was performed for the Principals collectively.
(6) The Contractor reserves the right – including where the performance of a particular Engagement is (already) under way where the Principal’s financial status or payment pattern so warrants in the Contractor’s opinion – to request from the Principal that the latter should prepay (part of) the amount due and payable and/or put up security, failing which the Contractor shall be authorised to suspend its performance of such commitments as rest with it.
(7) The Contractor shall be authorised in anticipation of the commencement of the Work as well as while the Work is under way to suspend its performance of the Work until such time as the Principal has paid to it a reasonably and fairly fixed upfront fee, or has put up security accordingly, in connection with the Work to be performed.
(M) COMPLAINTS
(1) Complaints about the Work having been performed or the amount(s) having been invoiced shall be communicated to the Contractor in writing, either within seven (7) days of the date of dispatch of the records or information being challenged by the Principal at the risk of the latter forfeiting all rights or, alternatively, in the event of the Principal succeeding in proving that it could not reasonably have detected the defect at an earlier juncture, within 30 (thirty) days of the date as at which the Principal first discovered the defect.
(2) Complaints as referred to sub M(1) above shall not result in the Principal’s payment obligation being suspended except where the Contractor has advised the Principal that it will be going along with the latter’s claim.
(3) The Contractor’s complaints handling scheme shall be available to the Principal where the latter is less than happy with the Contractor’s Work or services. Said scheme offers the Principal the option of communicating its complaint in writing, with the Contractor subsequently making every effort to ensure that the complaint should be resolved to optimum satisfaction. Reference is made to telephone number +31 20 3445900 for enquiries about the complaints handling scheme.
(4) The Contractor shall have a choice in the event of the Principal having lodged a justified complaint between adjusting the fee charged, fixing or redoing the Work in question on a complimentary basis or discontinuing its performance of (part of) the Engagement on restitution to the Principal, in proportionality, of such fee as the Principal had already settled up.
(N) Force Majeure
(1) In the event of the Contractor’s failure owing to non-attributable cause – such as interruption of its business operations – at all, in good time and/or adequately, as the case may be, to satisfy its commitments vis-à-vis the Principal on the strength of the Agreement, the relevant commitments are to be deferred until such time as the Contractor is once more in a position to satisfy same in the contracted manner.
(2) The Principal shall be authorised in the event of the scenario referred to sub (N)(1) above occurring to proceed with the written cancellation with immediate effect of (any specific part of) the Agreement.
(O) Liability
(1) The Contractor hereby undertakes in accordance with the regime as per the Professional Practice Regulations of the Netherlands Tax Consultants’ Registry to take out and maintain liability insurance covering loss sustained owing to the non-performance or incorrect, tardy or incomplete performance of Engagements, as the case may be, with the Contractor being under the obligation upon the Principal’s first request to the relevant effect to forward to the Principal a complimentary copy of the relevant insurance contract’s policy conditions.
(2) The liability for compensation of loss sustained shall be capped at the amount of the sum to be effectively paid out under the insurance contract referred to sub O(1) above augmented by the deductible. In the event of no payment under the insurance contract referred to sub O(1) above being made for whatever reason through no fault or action on the part of the Contractor, a cap shall in any event apply to the Contractor’s liability in the amount of twice the sum (exclusive of turnover tax) already having been paid or yet to be paid by the Principal, in accordance with the standard as provided for in article 11, by way of the Contractor’s fee for the Work to which the incident having caused the loss pertains or with which it is associated, all of this to a maximum of € 300,000.00 (three hundred thousand euros) in the aggregate.
(3) The Contractor shall not, however, be liable – except in scenarios involving intent or wilful recklessness on the part of the Contractor or the latter’s executive staff – for:
(a) losses sustained by the Principal or by third parties owing to the Principal having furnished the Contractor with inaccurate or incomplete data or information or having otherwise resulted from any act or omission on the Principal’s part;
(b) losses sustained by the Principal or by third parties having resulted from any act or omission on the part of ancillary operatives having been enlisted by the Principal or by the Contractor (which ancillary operatives shall not include any members the Contractor’s workforce) including where such operatives are employed at an organisation with which the Contractor is affiliated;
(c) any damage to or disappearance of records, be it in transit or while being transported by post, irrespective of whether the transport (by post) was being seen to by or on behalf of the Principal, the Contractor or third parties;
(d) any loss of profits, indirect loss or consequential loss.
(4) Claims for compensation of damage or loss shall be filed with the Contractor within no more than 12 (twelve) months of the date as at which the Principal first detected, or could reasonably have detected, the damage or loss in question, failing which the Principal shall forfeit its right to being compensated for its loss.
(5) The Principal shall be under the obligation to indemnity the Contractor and hold the latter harmless against any third-party claims – such third parties including shareholders, executive directors, supervisory directors and staff of the Principal or of Principal-affiliated legal entities and business ventures as well as any others having involvement in the Principal’s organisation – arising out of, or being associated with, the Contractor’s Work at the Principal’s behest.
(6) The Principal shall indemnify the Contractor more in particular against any third-party claims for damage or loss having resulted from the Principal having provided the Contractor with inaccurate or incomplete information except where the Principal succeeds in demonstrating that the damage or loss in question bears no relation to imputable act or omission on the Principal’s part, “third-party claims” being deemed in this context to extend to any administrative penalties having been imposed upon the Contractor as a fellow perpetrator of a tax omission.
(P) Due Date
Any such rights of action by whatever reason as the Principal may (come to) entertain vis-à-vis the Contractor in connection with the Contractor’s performance of Work shall in any event lapse on expiry of a one (1) year term of the date as at which the Principal first became aware, or could reasonably have become aware, of the existence of the relevant rights, all of this unless it is stipulated to the contrary in the context of the present General Conditions.
(Q) Applicable Legal System and Choice of Forum
(1) Any and all Agreements between the Principal and the Contractor to which the present General Conditions apply shall be exclusively governed by Netherlands law.
(2) Any disputes pertaining to Agreements between the Principal and the Contractor to which the present General Conditions apply shall be adjudicated by the competent court of the district within which the Contractor is established.
(3) The Principal and the Contractor in departure of paragraph Q(2) above may opt in favour of an alternative dispute settlement method.
(4) The Principal shall have the option of lodging a complaint against the Contractor with the Netherlands Tax Consultants’ Registry’s Disciplinary Tribunal, with the Disciplinary Tribunal inviting the parties to agree to mediation as a way of settling their differences before proceeding with the acceptance of the complaint.
(R) AMENDMENTS
(1) The Contractor shall be authorised at any time to amend the present General Conditions.
(2) Any such amendments shall not be rendered binding upon the Principal until such time as the revised General Conditions have been filed either with the Chamber of Commerce or with the Amsterdam District Court Registry and the Contractor has notified the Principal of the changes to the General Conditions and a 14 (fourteen) day term of the date of said notification has elapsed without the Principal having advised the Contractor in writing of its disagreement with the changes.
(3) The notification referred to sub R(2) above shall be accompanied by a copy of the revised General Conditions and/or shall include a reference to a direct link to the Contractor’s web page featuring the revised General Conditions.