Terms and conditions

OHAO / Finsider BV

Tel: 085 301 17 38
Prinsengracht 679-H
www.ohao.nl
1017 JT Amsterdam
info@ohao.nl
Bank account: NL71 KNAB 0254 8657 39
Chamber of Commerce 81278659
AFM 12047791
KIFID 300.017856

Article 1 – General

• 1.1 In these general terms and conditions, the term "Client" refers to the party that solely or jointly with a third party assigns a Task to OHAO.

• 1.2 "OHAO" refers to the company, the contractor of the Client, operated by OHAO or an affiliated entity.

• 1.3 "Task" or "Agreement" refers to the (oral) contract of engagement by which the Client assigns OHAO as the contractor to perform work.

• 1.4 All provisions in these general terms and conditions are also made for the benefit of the shareholders, directors, and/or partners of OHAO, as well as all those working for OHAO.

  Article 2 – Applicability

• 2.1 These general terms and conditions apply to all legal relationships between OHAO and the Client, except for deviations from these terms and conditions which must be expressly confirmed in writing by OHAO.

• 2.2 The conduct and professional standards applicable to OHAO are part of the Agreement between OHAO and the Client. The Client declares that they will always fully respect the obligations arising therefrom for OHAO.

• 2.3 If any provision forming part of these general terms and conditions or of the Agreement between OHAO and the Client is void or annulled, the Agreement will remain in effect for the rest, and the parties will promptly replace the relevant provision with a clause that approximates the original intent as closely as possible.

• 2.4 Any general terms and conditions of the Client do not apply.

Article 3 – Formation of the agreement

• 3.1 The Agreement is concluded at the moment that the Agreement or assignment confirmation signed by OHAO and the Client is received by OHAO, or at the moment that OHAO, at the (oral) request of the Client, has started executing the work for the Client. OHAO is entitled to refuse Assignments provided to it without stating reasons.

• 3.2 If the Client withdraws the Task after signing the Agreement or assignment confirmation, the Client is liable to pay the agreed-upon fee for direct and indirect (advice) costs including VAT to OHAO.

• 3.3 Assignments provided to OHAO solely lead to best-effort obligations for OHAO and never to result obligations, unless otherwise agreed in writing by the parties.

Article 4 – Provision of information by the client

• 4.1 The Client is required to make available in a timely manner all data and documents that OHAO deems necessary for the proper execution of the Task provided, in the desired form and manner.

• 4.2 OHAO can only fulfill its duty of care to the Client if the Client strictly complies with the stipulations in 4.1.

• 4.3 The Client informs OHAO of all information relevant to the execution of the Task.

• 4.4 The Client guarantees the accuracy, completeness, and reliability of the data and documents provided to OHAO, even if they come from third parties, insofar as not otherwise arising from the nature of the Task.

• 4.5 Any additional costs and fees resulting from the delay in executing the Task due to failure to make the required data and documents available on time, properly, or in full, will be borne by the Client.

• 4.6 If the information necessary for the execution of the agreed Task is not made available to OHAO in accordance with the agreements, or if the Client otherwise fails to meet their (information) obligations, OHAO is entitled to suspend the execution of the Task.

Article 5 – Engagement of third parties

• 5.1 OHAO is authorized to engage third parties in the execution of work if and insofar as OHAO deems it necessary considering the nature of the Assignment. Where possible, OHAO will inform the Client about this in advance.

• 5.2 The costs associated with engaging third parties will be charged to the Client by OHAO.

Article 6 – Confidentiality

• 6.1 OHAO will treat the data and information provided by or on behalf of the Client in accordance with the provisions of the Personal Data Protection Act.

• 6.2 OHAO is entitled, when acting on its behalf in a (judicial) procedure, to use the data and information provided by or on behalf of the Client as well as other data and information that it has come to know during the execution of the Task, insofar as OHAO reasonably considers it relevant.

• 6.3 Except with the prior written consent of OHAO, the Client is not permitted to disclose or otherwise make available to third parties the content of OHAO’s advice, opinions, or other statements, whether written or not, unless this directly arises from the Agreement or is done to obtain an expert opinion on the relevant work performed by OHAO.

Article 7 – Fees and Payment

• 7.1 OHAO’s fee is not dependent on the outcome of the Task provided.

• 7.2 OHAO informs the Client, where applicable, prior to the conclusion of the Agreement, about the composition and amount of its fee.

• 7.3 OHAO is entitled to increase the agreed rates in the interim if there are increases in wages, prices, or services required for the execution of the Task after the acceptance of the Task. Changes in taxes and/or levies imposed by the government may always be passed on to the Client by OHAO.

• 7.4 Invoices from OHAO must be paid by the Client within fourteen days from the invoice date in the manner prescribed by OHAO unless agreed otherwise in writing or stated otherwise on the invoice.

• 7.5 Offsetting by the Client of amounts charged by OHAO for its services with a counterclaim asserted by the Client, or suspension of payment by the Client due to a counterclaim, is only permitted insofar as the counterclaim is expressly and unconditionally acknowledged by OHAO or has been irrevocably established by law.

• 7.6 If the Client does not pay the amounts charged by OHAO within the agreed period, the Client, without requiring a prior notice of default, owes statutory interest on the outstanding amount. If the Client also remains negligent in paying the outstanding amount after notice of default, OHAO may hand over the collection of its claim, in which case the Client is also liable to pay the extrajudicial collection costs. The extrajudicial collection costs are set at 15% of the claimed amount.

• 7.7 Payments made by the Client always serve first to settle all due interest and costs and then to settle the longest outstanding invoices, even if the Client specifies a different payment reference for this.7.8 If, in OHAO's opinion, the Client’s financial position or payment behavior warrants it, OHAO is entitled to require the Client to provide (additional) security in a form determined by OHAO without delay. If the Client fails to provide the required security, OHAO is entitled, without prejudice to its other rights, to immediately suspend further execution of the Task, and all amounts owed by the Client to OHAO, for any reason, will be immediately due and payable.

• 7.9 In the case of a jointly assigned task, the Clients, insofar as the work has been performed for the benefit of the joint Clients, are jointly and severally liable for the payment of the invoice amount.

Article 8 – Complaints

• 8.1 Complaints concerning the work performed and/or the invoice amount must be submitted to OHAO in writing within thirty days of the dispatch date of the documents or information regarding which the Client is complaining.

• 8.2 Complaints as mentioned in 8.1 do not suspend the Client's payment obligation. The Client is under no circumstances entitled to delay or refuse payment for other services provided by OHAO to which the complaint does not pertain.

• 8.3 In the case of a legitimate complaint, OHAO has the option to adjust the invoiced fee, improve or redo the disapproved work free of charge, or not (any longer) execute the Task in full or partially against a proportional refund of the fee already paid by the Client.

Article 9 – Delivery period

9.1 If the Client owes an advance payment or must provide information, materials, and/or services required for execution, then the period within which the work is to be completed will not start until full payment has been received, respectively, information, materials, and/or services have been fully provided.9.2 Deadlines within which the work is to be completed should never be considered final, unless explicitly agreed otherwise.9.3 The Agreement cannot – unless fulfillment is demonstrably permanently impossible – be dissolved by the Client due to exceeding the delivery period, unless OHAO does not or only partially performs the Task within a reasonable period specified in writing by the Client after the agreed delivery period. Dissolution is then permitted in accordance with Article 265 of Book 6 of the Dutch Civil Code.

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Article 10 – Liability

• 10.1 OHAO will perform its work to the best of its knowledge and ability and with the care that can be expected from OHAO. OHAO is never liable for any damage suffered by the Client or third parties as a result of incorrect, incomplete, or untimely information provided by the Client to OHAO or third parties engaged by OHAO as referred to in Article 5.

• 10.2 Any liability of OHAO and the third parties engaged by OHAO in the execution of the Task is limited to the amount paid out in the relevant case under the professional liability insurance of OHAO.

• 10.3 In cases where the professional liability insurance of OHAO, as referred to in Article 10.2, does not provide coverage, the liability of OHAO Finance and the third parties engaged in the execution of the Task is limited to the total amount of the fee received by OHAO for the Task that gave rise to the damage. This liability is limited to the fee received by OHAO over the last six months, with a maximum of five thousand euros (€ 5,000).

• 10.4 The execution of the Assignment is solely for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed for the Client.

• 10.5 OHAO is never liable for any damage resulting from errors in software or other computer programs used by OHAO, unless OHAO can recover this damage from the supplier of the relevant software or computer programs.

• 10.6 OHAO is never liable for any damage resulting from the fact that (email) messages sent by the Client to OHAO did not reach OHAO.

• 10.7 OHAO is never liable for any damage resulting from the fact that the Client has not or has not timely paid third parties engaged by OHAO.

• 10.8 A claim for compensation must be submitted to OHAO no later than thirty days after the Client has discovered or could reasonably have discovered the damage, failing which the right to compensation expires.

Article 11 – Expiry term

• 11.1 Unless otherwise stipulated in these general terms and conditions, the Client’s rights of claim against OHAO in connection with the performance of work by OHAO expire in any case three months after the Client became or could reasonably have become aware of the existence of these rights.

Article 12 – Force majeure

• 12.1 OHAO is not obliged to fulfill any obligation if it is reasonably impossible for OHAO to do so due to changes in the circumstances existing at the time the Task was agreed upon, which are beyond OHAO's control. Force majeure includes, but is not limited to, strikes, riots, fire, (prolonged) outages of software, and failures and/or shortcomings of third parties engaged by OHAO.

Article 13 – Final provisions

• 13.1 Dutch law exclusively applies to all agreements between the Client and OHAO.

• 13.2 If the content of written agreements made between OHAO and the Client deviates from what is stipulated in these general terms and conditions, the written agreements will prevail.

• 13.3 Deviations from and/or additions to these general terms and conditions are only binding for OHAO if expressly agreed in writing between OHAO and the Client.

• 13.4 If any provision of these general terms and conditions proves to be null and void, only the relevant provision will be excluded from application, and all other provisions will remain in full force.

• 13.5 OHAO can amend and/or supplement these general terms and conditions at any time and declare the new version applicable to the Client. OHAO will observe an implementation period of at least two months towards the Client. The Client will be bound to the new version as of the end of that implementation period. The Client is entitled to object to the applicability of the new version within the implementation period. In that case, the parties will consult on the content of the applicable general terms and conditions.