General Conditions applicable to orders to a consultant registered in the Register of Tax Consultants (in the Netherlands)

The company "Nalog.nl" is registered in the Register of Tax Consultants under the number: 23675

The Russian translation has been compiled for informational purposes only. In case of discrepancy texts, the text on Dutch.

Article 1 - General Provisions

1.1 The following terms and concepts are used in these General Terms and Conditions:

a) Client: the party that makes the order;

b) Contractor: an individual who is a member of the Register of Tax Consultants, or a legal entity whose managers (one or more) are members of the Register of Tax Consultants;

at) Order or Agreement: an agreement in which the Contractor undertakes to perform certain work for the Client that is within the standard scope of competence of a tax consultant. This includes all work that was ordered and all work that follows from the order, as well as all work that is associated with the order - including, but not limited to:

– consultations regarding tax and legal issues

– preparation and submission of tax returns

– acting as an authorized representative in tax inquiries, appeals and when filing appeal and cassation claims, including to the highest appellate and cassation authorities,

– partial or full accounting,

– preparation of the annual balance sheet and other financial reviews, such as annual reports, financial annual reports and credit reports,

– everything mentioned above in its broadest interpretation and, at a minimum, what is specifically indicated in the order confirmation,

1.2 All Orders are accepted and executed by the Contractor without regard to Articles 7: 404 and 7: 407, paragraph 2 of the Civil Code. The Client does not have the right, directly or indirectly, to demand from the Contractor the execution of the Order by a certain person or certain people.
1.3 These General Conditions have been drawn up taking into account the interests of those working or who have worked for the Contractor as part of the execution of the Order, including employees and assistants of the Contractor and third parties, including directors, partners, team members and subordinates of the Contractor. They may refer to the text of the General Conditions when working with the Client.

Article 2 - Application

2.1 These General Conditions apply to all Orders and / or Agreements between the Client and the Contractor, or their successors, and also apply to all subsequent and related agreements, and to all offers and / or estimates from the Contractor.
2.2 Application by the Contractor of the General Conditions of the Client is excluded.
2.3 Conditions that differ from these General Conditions are valid only if and insofar as the Contractor has confirmed them in writing. An exception are cases when different or additional terms are approved in writing and it is indicated that such changes and additions apply to other agreements. In all other cases, they are one-off.
2.4 If any clause forming part of these General Terms and Conditions or the agreement is invalid or canceled, the remainder of the agreement will remain in effect as far as possible and this clause will be promptly replaced by a clause as close as possible to the original clause.

Article 3 - Creating an Order

3.1 The order comes into force at the moment when the Contractor has received the Order Confirmation signed by the Contractor and the Client. Confirmation of the Order is based on the information provided by the Client. It is considered that the Order Confirmation reflects the Order correctly and completely.
3.2 If the Order is given orally, and / or the Order Confirmation has not (yet) been received in a signed form, it is implied that the Order comes into force and is subject to these General Conditions from the moment when the Contractor, at the request of the Client, started to execute the Order.

Article 4 - Data and information

4.1 The Client is obliged to provide all the data and all information that the Contractor requires, including all the data and all information about which the Client can reasonably know that the Contractor needs this data and this information for the correct execution of the Order a) on time and b) form, in which the Contractor requires and c) in the manner required by the Contractor.
4.2 The Client guarantees the correctness, completeness, reliability and legality of the data or information that he, or on his behalf, provides to the Contractor, even if the data or information is received through or from third parties, unless it does not correspond to the essence of the Order.
4.3 The Client undertakes to immediately inform the Contractor about the facts and circumstances that may be of importance in the execution of the Order.
4.4 The Contractor has the right to suspend the execution of the Order until the moment when the Client fulfills his obligations under the first, second and third points.
4.5 Additional costs, additional time, as well as other types of costs of the Contractor arising from the Client's failure to fulfill the requirements of the first, second and third points are covered by the Client and are his own risk.
4.6 At the first request of the Client, the Contractor returns to the Client the originals of the documents that the Client provided to the Contractor.
4.7 The client is responsible for compliance with laws and regulations in the field of personal data protection, including providing the Contractor with personal data concerning his employees, customers or third parties, even if they come from third parties or are provided by third parties on his behalf. The Contractor is not responsible for non-fulfillment or improper fulfillment by the Client of the above requirements.

Article 5 - Execution of the Order

5.1 The Contractor determines how and by whom the Order is executed, but, if possible, complies with the wishes expressed by the Client.
5.2 If the Contractor wants to involve third parties in order to fulfill the Order, the Client's consent is required.
5.3 The Contractor fulfills the Order in good faith and in accordance with professional standards; The contractor, however, cannot guarantee the achievement of the desired result in solving the assigned task.
5.4 The execution of the Order is achieved by the Contractor in compliance with the relevant legislation and (professional) rules and requirements of the law. The Client each time and fully contributes to the fulfillment of all obligations that are caused by the implementation of the above requirements by the Contractor.
5.5 The Client is aware that the Contractor, within the framework of the Law on the Prevention of Money Laundering and the Financing of Terrorism (Wwft Law of the State of the Netherlands): a) may be obliged to establish the authenticity of the personal documents of the Client and / or his client. b) may be required to report certain transactions to the appropriate government authorities.
5.6 The (professional) rules mean, in any case, the Regulations for the Professional Activities of the Register of Tax Advisers (Reglement Beroepsuitoefening van het Register Belastingadviseurs).
5.7 The Contractor does not bear any responsibility for damage that occurs as a result of the fact that he complies with all laws and (professional) rules that apply to him.
5.8 The Contractor, as part of the implementation of the Order, creates a working dossier, which contains copies of all essential documents and which belongs to the Client.
5.9 During the execution of the Order, the Contractor and the Client communicate at the initiative of one of the parties by e-mail. The Contractor and the Client are not liable to each other for damage that may result from the use of e-mail. The Contractor and the Client will also do everything that may reasonably be required of them to prevent the risks of spreading viruses and deformations.
5.10 In case of doubt about the content and / or the fact of sending e-mail, the data from the computer registers of the Contractor shall take precedence.

Article 6 - Timing

6.1 The deadlines in which the work must be completed are binding if agreed in writing.
6.2 If the Client is obliged to make a prepayment, or if the Client must provide data and information in order to fulfill the Order, then the period in which the work must be completed starts from the moment the Contractor receives the full amount of the prepayment, or from the date the Contractor receives data and information from the Client at in full.
6.3 The order cannot be canceled by the Client due to non-fulfillment of the order, unless the execution of the order is established as impossible or if, after the expiration of the agreed period, the Client has given the Contractor a new fair deadline for the execution (in full) of the task, and this deadline is not observed The Contractor, or he fulfills the Order within this period only partially.

Article 7 - Commencement, duration, termination

7.1 The Agreement is concluded for an unlimited period, unless the essence or content of the Order suggests that the Agreement is concluded for a limited period.
7.2 The Contractor and the Client can terminate the Agreement at any time (ahead of schedule) by notifying the other party 3 days before the termination period, unless termination as such or termination within such a period is not allowed as unreasonable or unfair. Termination is communicated in writing to the other party.
7.3 The agreement may be (early) terminated by sending a registered letter without observing the 3-day termination period if the other party is unable to pay off existing debts or if a curator, external asset manager or liquidator has been appointed to it; the party is in the process of debt restructuring (schuldsanering), or is terminating its activities for any other reason, as well as if one party has reason to believe that the other party has one of the above situations, or if a situation has arisen in which urgent termination serves the interests of the terminating sides.
7.4 In all cases of (early) termination, the Contractor has the right to pay for the invoices issued for the work performed before the termination of the work, while the Contractor, after receiving the payment, transfers to the Client preliminary conditional results of the work performed before the termination of the Agreement.
7.5 If (early) termination occurs at the initiative of the Client, the Contractor has the right to compensation for the resulting losses on his part, upon providing evidence of losses in terms of the employment of employees, as well as additional costs that were reasonably incurred by the Contractor as a result of early termination of the Agreement (including costs in connection with the possible involvement of subcontractors), unless the termination is based on facts or circumstances, the fault for which may be blamed on the Contractor.
7.6 If the (early) termination occurs on the initiative of the Contractor, the Client has the right to assistance from the Contractor in transferring the work to third parties, unless the termination is based on facts or circumstances, the fault for which is attributed to the Client.
7.7 If the transfer of works leads to additional costs for the Contractor, these costs will be billed for payment to the Client.
7.8 Upon termination of the Agreement, each of the parties is obliged to immediately return all documents, items and goods that are the property of the other party.

Article 8 - Intellectual property law

8.1 All rights to intellectual property products that are used or created by the Contractor during the execution of the Order, including consultations, methods of work, contracts, systems, design systems and computer programs belong to the Contractor, if they do not already belong to third parties.
8.2 If the prior explicit written permission of the Contractor has not been obtained, the Client has no right to develop, disclose, or use intellectual property products belonging to the Contractor, as well as register them on an electronic medium, jointly or with the help of third parties, with the exception of those specified in clause 9.4.

Article 9 - Confidentiality and exclusivity

9.1 The Contractor is obliged to maintain confidentiality to third parties who are not involved in the execution of the Order in relation to all data and information that the Client provided or that were provided on behalf of the Client. This obligation does not apply to situations in which the Contractor is legally and / or professionally obliged to do so, including all requirements arising from the Law on the Prevention of Money Laundering and the Financing of Terrorism (Wwft Law of the State of the Netherlands) and other national or international regulatory requirements in a similar area, or in the event that the Client has released the Contractor from confidentiality. This confidentiality also applies to the results obtained after processing the data provided by the Client.
9.2 The first paragraph does not preclude the conduct of confidential collegial negotiations within the Contractor's organization, if the Contractor considers it necessary for the proper execution of the order, or for compliance with the law and / or professional rules.
9.3 The contractor is allowed, in cases where he acts on his own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings, to use the data or information provided to him during the execution of the order, if they may be of importance in his reasonable judgment.
9.4 The client is not allowed to disclose the content of the advice, opinions and other statements of the Contractor, whether they are in writing or otherwise, to third parties, without the direct written permission of the Contractor previously obtained, unless this directly follows from the Order, as well as if this occurs in within the framework of obtaining a professional assessment by the Contractor of the work done; when a professional or legal obligation is imposed on the Client; when the Client acts on his own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings.
9.5 The client is allowed to mention the name of the Contractor and describe in general terms the tasks he has solved to other (commercial) contacts in order to reflect the experience of the Contractor.
9.6 The Contractor is allowed to use the numerical results obtained after processing for statistical or comparative purposes, provided that it is impossible to identify individual Clients on the basis of these results.
9.7 With the exception of the above points, the Contractor is not allowed to use the information provided to him by the Client for other purposes than for which they were provided.

Article 10 - Personal data

10.1 As part of solving problems at the request of the Client, or in compliance with the Law, the Contractor has the right to work with the personal data of the Client and / or people associated with the Client, as well as working for / for the Client.
10.2 In order to optimize its services for the Client, as well as to communicate with the Client and / or working for / for him about information and services from the Contractor and third parties, the Contractor has the right to work with their personal data.
10.3 The Contractor's work with personal data as part of the activities referred to in the first two paragraphs complies with the relevant legal and regulatory requirements for the protection of personal data.

Article 11 - Fees

11.1 The client is obliged to pay the Contractor a fee, as well as pay reimbursement of expenses in accordance with the established tariffs, calculation methods and methods of work.
11.2 The Contractor has the right to ask the Client for an advance payment.
11.3 In the event that, after the conclusion of the agreement, but before the completion of the Order, the factors determining the tariffs, such as salaries and / or prices, change, the Contractor has the right to adjust the previously agreed tariffs in accordance with the changes.
11.4 All tariffs are indicated excluding VAT (value added tax) and other fees that are levied by the state.

Article 12 - Payment

12.1 Payment is made without deductions, discounts, or recalculations in Dutch currency by deposit method, or by bank transfer to the bank account indicated on the invoice within 14 days after the date of invoicing.
12.2 If the Client does not make payment within the period specified in the first paragraph, or if he has not made payment within another period on which the parties have reached an agreement, the Client is declared guilty of default by the Law, and the Contractor has the right to charge the interest rate established by law.
12.3 If the Client does not make payment within the period specified in the first paragraph, the Client undertakes to reimburse the Contractor for all legal and non-legal (collection) costs, even if these costs exceed the possible legal procedural costs that were awarded to the perpetrator, except for those cases when the Contractor is found guilty.
12.4 In the case of a joint Order, each of the Clients is jointly and severally liable for payment of the invoice amounts and due interest rates and expenses, since the Order was executed at the request of several Clients.
12.5 The Contractor reserves the right - even during the execution of the Order, if the financial position of the Client or his payment behavior, in the opinion of the Contractor - gives rise to - to demand from the Client a full or partial advance payment and / or demand a guarantor / pledge, in case of refusal to pay which the Contractor has the right to postpone fulfillment of their duties.

Article 13 - Claims

13.1 Claims regarding the work performed or the amount of the invoice must be made within 30 days after the date of sending the documents or information, after the expiration of this period the right to all claims disappears, or if the Client is able to reasonably prove that he could not have previously known about shortcomings in the work - he has the right to notify the Contractor about this in writing within 30 days after discovering them.
13.2 The claim does not relieve the Client from the obligation to pay the invoices on time, unless the Contractor acknowledges that the claim is justified.
13.3 In the event of a justified claim, the Contractor can choose between lowering the amount of the fee according to the invoice, gratuitous rectification or performing these works again, or refusing to fulfill the Order in whole or in part, upon returning the paid fees to the Client, observing proportionality.

Article 14 - Liability

14.1 The Contractor undertakes, in accordance with the rules specified in the Regulations of the Professional Activity of the Register of Tax Consultants, to be insured against liability against damage subsequently due to non-fulfillment, improper fulfillment, untimely fulfillment, or incomplete fulfillment of Orders. At the first request of the Client, the Contractor is obliged to send the Client a copy of the insurance conditions of this insurance free of charge.
14.2 Liability for damages suffered is limited to the amount actually paid by the insurance in accordance with clause 1, plus the amount of its own risk. If, for any reason, without the fault or participation of the Contractor, the insurance according to clause 1 does not make payments, the Contractor's liability is limited to (maximum) two times the amount on the invoice, the amount of which was determined in accordance with Article 11 (excluding value added tax), and which has already been paid by the Client, and / or which is payable by the Client in relation to directly those works to which the occurrence of damage relates, or which are related to the occurrence of damage, but not more than an amount of three hundred thousand euros (300.000, - euros).
14.3 The above limitation of liability is not considered valid in cases where the intention or gross incompetence of the Contractor is proven.
14.4 However, the Contractor is not responsible for: 1) damage to the Client or third parties that results from the Client providing incorrect or incomplete data or information, or in any other way resulting from the Client’s actions or negligence; 2) damage to the Client or third parties resulting from the actions or negligence of assistants hired by the Contractor or Client (except if they are employees of the Contractor) - even if they work in an organization associated with the Contractor; 3) damage to the Client or third parties in the form of lost company profits, indirect damage or damage as a negative consequence.
14.5 The claim for damages must be received by the Contractor no later than 12 months after the Client learns about the damage, or had the opportunity to learn about it. By default, after the expiry of the above period, the right to compensation for damage disappears.
14.6 The Client is obliged to protect the Contractor and release him from all claims of third parties - including shareholders, directors, other authorized and employees of the Client, as well as affiliated legal entities and companies and other persons associated with the Client's organization - arising from or related to the activities of the Contractor in the interests of the Client , unless these claims are the result of intentional or gross negligence on the part of the Contractor.
14.7 The Client is obliged to secure the Contractor, in particular from claims for damage from third parties, caused by the fact that the Client provided the Contractor with incorrect or incomplete information, unless the Client can prove that the damage is not related to fault or negligence on his part, or when the damage caused by the deliberation or gross incompetence of the Contractor. Claims for damages from third parties also mean administrative fines issued to the Contractor as an accomplice in fiscal omissions.

Article 15 - Duration

Unless otherwise specified in these General Conditions, the term of the Client's right to a complaint as such, and in particular in relation to the Contractor or the work performed by him, expires 1 year after the Client became or could become aware of the existence of such rights.

Article 16 - Choice of law and jurisdiction

16.1 All agreements between the Client and the Contractor are subject to exclusively Dutch law.
16.2 Unless the parties directly, in writing, agreed otherwise, all disagreements related to the Agreements between the Client and the Contractor shall be submitted to the competent court at the place of registration of the Contractor.
16.3 As an alternative to the previous paragraph, the Client and the Contractor have the right to choose a different way of resolving disagreements.
16.4 The client has the right to lodge a complaint with the Disciplinary Board of the Register of Tax Consultants. In such a case, the Disciplinary Board will invite the parties to resolve the dispute through mediation before accepting this complaint.

Article 17 - Changes

17.1 The Contractor has the right to amend these General Conditions at any time.
17.2 Changes are binding for the Client only after the amended General Conditions are registered with the Chamber of Commerce, or with the secretariat in the district court, and if the Contractor has notified the Client about the change in the General Conditions and at the same time fourteen days have expired after the date of notification, during which the Client could notify in writing of his rejection of the changes.

These General Conditions as of February 21, 2011 are registered with the Utrecht Court under number 51/2011 by the Register of Tax Consultants.

Original in Dutch at www.nalog.nl and www.rb.nl

The Russian translation has been compiled for informational purposes only. In case of discrepancy between the texts, the text on Dutch.