General Terms and Conditions of FIFEC Consultancy B.V.
Article 1. Definitions
In these general terms and conditions, the following terms shall have the following meanings:
In these general terms and conditions, the following terms shall have the following meanings:
1.1 General terms and conditions: all provisions as set out below.
1.2 FIFEC Consultancy B.V.: the private limited liability company FIFEC Consultancy B.V., located in Rotterdam and registered in the Commercial Register of the Chamber of Commerce under file number 85080330.
1.3 Client: the customer / the natural or legal person, acting in the course of a profession or business, who has entered into or wishes to enter into an agreement with FIFEC Consultancy B.V.
1.4 Parties: FIFEC Consultancy B.V. and the client together.
1.5 Agreement: any agreement, as well as legal acts in preparation or execution thereof, with the aim of having FIFEC Consultancy B.V. perform work on behalf of or for the benefit of the client.
1.6 Activities / Services: all work for which the client has given an assignment in the field of accounting services, or which are performed by FIFEC Consultancy B.V. on any other basis, in the broadest sense of the word.
1.7 Documents: all items provided by the client to FIFEC Consultancy B.V., such as (digital) documents or data carriers, and all items produced by FIFEC Consultancy B.V. in the context of the agreement, including (digital) documents or data carriers.
1.8 In writing: all communication set out in writing, including communication by e-mail and digital messages, provided the identity of the sender and the authenticity of the communication are sufficiently established.
Article 2. Applicability of the General Terms and Conditions
2.1 These general terms and conditions apply to all quotations, offers, legal relationships and agreements between FIFEC Consultancy B.V. and its clients, as well as to all resulting work. They also apply when a follow-up agreement or additional work arises from an agreement. Deviations from or additions to these terms are only valid if and insofar as they have been agreed in writing.
2.2 These terms also apply to all agreements for which third parties must be engaged for execution.
2.3 In the event of a conflict between these terms and conditions and the provisions of an agreement, the agreement shall prevail.
2.4 If the client uses general (purchase or delivery) conditions, their applicability is expressly excluded. Any conflicting client conditions are not accepted.
2.5 The most recent version of the terms shall apply. FIFEC Consultancy B.V. may unilaterally amend or supplement these terms. Amendments also apply to existing agreements, taking a notice period of 30 days into account.
2.6 If one or more provisions are void or annulled, the remaining provisions remain in force. Parties shall then agree on a replacement provision reflecting the original intent as closely as possible.
2.7 If FIFEC Consultancy B.V., at its own discretion, deviates from these terms for the client’s benefit, no rights can be derived from that deviation.
Article 3. Offers and Quotations
3.1 A quotation is valid for 10 days from the issue date.
3.2 Quotations are made in writing and/or digitally unless urgent circumstances prevent this.
3.3 Quotations do not include compensation for additional work unless expressly stated. Estimated costs and hours may be included but actual costs will be invoiced afterwards.
3.4 The client is responsible for the correctness of information provided for preparing the quotation. FIFEC may adjust prices if the information proves incorrect.
3.5 A combined price does not oblige FIFEC to perform part of the services for a proportionate price. 3.6 FIFEC is not bound by quotations containing an obvious error or mistake.
3.7 Quotations do not automatically apply to future assignments.
Article 4. Formation of the Agreement
4.1 An agreement is formed once the client accepts the offer by signing the engagement letter / order confirmation.
4.2 If the client’s acceptance deviates from the offer, the agreement only comes into effect if FIFEC agrees with the deviation(s) in writing.
4.3 If the client gives an assignment without a prior offer, FIFEC is only bound after confirming the assignment.
4.4 Agreements become binding once confirmed in writing or once FIFEC has started execution without objection from the client.
4.5 Modifications to the agreement are only valid if agreed in writing.
4.6 If changes are necessary during the execution, FIFEC will notify the client and parties will adjust the agreement accordingly.
Article 5. Term of the Agreement
5.1 Agreements are entered into for an indefinite period unless stated otherwise in writing.
5.2 Agreed deadlines are never strict deadlines. Exceeding such deadlines does not constitute breach of contract.
5.3 If a deadline is exceeded, the client must give FIFEC written notice of default with a reasonable period to complete the work.
Article 6. Obligations of the Client
6.1 The client is responsible for timely and complete provision of all information, data, and documents that are necessary or that the client should reasonably understand are necessary for proper execution of the agreement.
6.2 If the required information, data, and/or documents are not provided to FIFEC Consultancy B.V. in a timely or complete manner, FIFEC is entitled to suspend the execution of the agreement and to charge the additional costs arising from the delay in accordance with its customary rates.
6.3 If the client must provide information, data, and/or documents necessary for proper execution of the agreement, the execution period will commence only after these have been delivered to FIFEC.
6.4 The client guarantees the accuracy, completeness, and reliability of the information, data, and documents provided—even when originating from third parties. The client remains responsible and liable for any consequences of providing incorrect, incomplete, or unreliable information.
6.5 Upon request, the provided documents will be returned to the client.
6.6 The client is obligated to inform FIFEC of all information and data necessary or useful for further execution of the agreement.
6.7 The client is responsible for the safe and correct storage and retention of digital files. FIFEC is not responsible for loss of digital files or hacking thereof.
Article 7. Duty to Inform
7.1 The client must immediately inform FIFEC Consultancy B.V. if the client:
- is declared bankrupt or files for bankruptcy;
- applies for (provisional) suspension of payment;
- is subject to enforcement seizure;
- is placed under guardianship or administration;
- otherwise loses the power of disposition or legal capacity regarding (part of) their assets.
Article 8. Execution of the Agreement
8.1 FIFEC determines the manner in which and by which person(s) the agreement is executed. Articles 7:404, 7:407(2), and 7:409(2) of the Dutch Civil Code are excluded, even when the assignment appears to be given to a specific person.
8.2 FIFEC will act to the best of its knowledge and ability in the client’s interest, as far as reasonably possible. FIFEC has an obligation of best efforts, not of result. No guarantee is given that intended (financial) results will be achieved.
8.3 The administration and other work must comply with applicable law and the obligations of the client. FIFEC remains independent and may refuse or adjust work if deemed necessary from a professional and independent standpoint.
8.4 FIFEC may, without prior notification or consent of the client, have work performed by third parties if deemed desirable for optimal execution.
8.5 FIFEC may execute the agreement in phases.
8.6 If execution is in phases, FIFEC may suspend work on subsequent phases until the client approves the prior phase in writing.
8.7 FIFEC may invoice each completed phase separately. Non-payment entitles FIFEC to suspend further execution.
Article 9. Fees
9.1 Fees are calculated based on the customary rates of FIFEC Consultancy B.V., excluding VAT and other costs unless agreed otherwise. Additional costs will be invoiced after calculation.
9.2 The fee, including advances and third-party invoices (e.g., accounting software), will be invoiced monthly, quarterly, annually, or after completion of the work.
9.3 FIFEC may adjust fees if the agreement is modified.
9.4 FIFEC may adjust its prices at any time. If prices increase after the agreement is formed, the client may terminate the agreement effective on the date the increase takes effect, except for increases resulting from law or regulations.
Article 10. Invoicing, Payment, and Collection
10.1 Invoices must be paid within 7 days of the invoice date.
10.2 FIFEC may at any time request full pre-payment or other security for payment. Subscription installments (quarterly) must always be paid in advance.
10.3 Objections to an invoice do not suspend the payment obligation.
10.4 Payment must be made without deduction, set-off, or suspension.
10.5 For late or incomplete payment, FIFEC may suspend execution or terminate the agreement immediately. 10.6 In case of late payment, statutory interest is owed from the due date onward.
10.7 Collection costs amount to 15% of the total amount (minimum €125), or the actual costs if higher.
10.8 Payments are first allocated to interest and costs, then to the oldest open invoice.
10.9 For jointly issued assignments, clients are jointly and severally liable for payment
Article 11. Inability to Pay
11.1 FIFEC may terminate the agreement in writing and without court intervention if the client:
- is declared bankrupt or files for bankruptcy;
- applies for (provisional) suspension of payment;
- is subject to enforcement seizure;
- loses control or legal capacity over part of their assets.
Article 12. Suspension and Termination
12.1 FIFEC may suspend performance if:
(1) the client fails to fulfill obligations;
(2) circumstances give good reason to fear non-performance;
(3) requested security for payment is not provided.
12.2 FIFEC may also terminate the agreement in these cases or when performance becomes impossible or unreasonable.
12.3 Termination occurs via written notice.
12.4 Upon termination, all claims of FIFEC become immediately due.
12.5 FIFEC may claim damages and is not liable for damage suffered by the client or third parties due to termination.
Article 13. Force Majeure
13.1 If performance becomes impossible due to circumstances not attributable to FIFEC—including illness, technical failures, government restrictions, delays of third parties, pandemics, extreme weather, and other disruptions—FIFEC may suspend performance.
13.2 Force majeure includes all external causes beyond FIFEC’s control that prevent performance.
13.3 FIFEC will make reasonable efforts to offer an alternative solution.
13.4 Work already performed may be invoiced proportionally.
13.5 If force majeure lasts 30 days or is permanent, either party may terminate the agreement without compensation.
Article 14. Liability and Indemnification
14.1 Liability for damage resulting from attributable breach is limited to the insurance payout plus the deductible. 14.2 If insurance does not pay out, liability is limited to the fee paid by the client in that
month, up to a maximum of €2,000. 14.3 Liability only applies to direct damage, including:
- reasonable costs for determining the cause and extent of the damage;
- reasonable costs to remedy defective performance;
- reasonable costs to prevent or limit damage.
14.4 FIFEC is not liable for indirect damage (e.g., loss of profit, lost data, business interruption, consequential damage, immaterial damage).
14.5 FIFEC is never liable for damage arising from:
- non-compliance by the client;
- force majeure;
- incorrect or incomplete information;
- damaged or lost documents;
- use of services for unintended purposes;
- failure to follow FIFEC’s advice;
- damage during transport;
- errors in software or equipment;
- delays in execution;
- unauthorized access by third parties;
- intellectual property violations by the client;
- disappointing results;
- errors of third parties.
14.6 The client must indemnify FIFEC for all third-party claims arising from execution of the agreement.
14.7 Liability expires one year after completion, termination, or dissolution of the agreement.
14.8 Exceptions apply only in cases of intent or deliberate recklessness.
Article 15. Storage Risk
15.1 Damage to or loss of stored information is at the client’s risk unless FIFEC is demonstrably at fault. Automated systems may be used.
15.2 FIFEC is not liable for damage resulting from electronic communication, including non-delivery, delay, interception, viruses, or network failures.
15.3 The client indemnifies FIFEC for related third-party claims.
Article 16. Confidentiality
16.1 FIFEC must maintain confidentiality regarding all client information, except when required by law or if the information was already known or public.
16.2 FIFEC may use anonymized numerical results for statistical purposes.
Article 17. Intellectual Property
17.1 FIFEC retains all intellectual property rights to its delivered materials, designs, software, reports, models, documents, etc., unless otherwise agreed.
17.2 The client guarantees that materials provided are free of third-party rights and indemnifies FIFEC against all related claims.
17.3 The client may not reproduce, publish, or exploit the materials except for obtaining expert opinion.
17.4 Any violation requires full compensation of damages.
Article 18. Termination of the Agreement
18.1 Both parties may terminate the agreement in writing at any time.
18.2 If the client terminates early, FIFEC is entitled to compensation for capacity loss and all fees for work already performed. Administration costs of 20% of the quarterly invoice amount may be charged.
18.3 If FIFEC terminates, it will transfer the work unless the termination is attributable to the client. Additional transfer costs will be charged.
Article 19. Complaints
19.1 Complaints regarding work must be submitted in writing within 14 days of receipt of the documents or discovery of the defect. Complaints may be submitted via email (info@fifec.nl).
19.2 Complaints about invoices must be submitted within 7 days.
19.3 Complaints do not suspend payment obligations.
19.4 After the deadlines, complaints will no longer be processed.
19.5 FIFEC must be given the opportunity to investigate complaints and may rectify work free of charge where reasonably possible.
19.6 Clients are never entitled to full reimbursement; any reduction is at FIFEC’s discretion.
Article 20. Applicable Law and Jurisdiction
20.1 Dutch law exclusively applies to all agreements and disputes.
20.2 The Vienna Sales Convention and other international regulations are excluded.
20.3 The competent Dutch court in the district where FIFEC is established has exclusive jurisdiction, unless mandatory law provides otherwise.
