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TERMS AND CONDITIONS

These general terms and conditions are used by Taxperience Group Holding B.V., with its registered office and place of business in 'sHertogenbosch, the Netherlands, registered in the Commercial Register of the Chamber of Commerce under number 60461039. These general terms and conditions have been filed with the Chamber of Commerce under number 60461039 and can also be viewed at www.taxperience.nl.

Article 1. Definitions

In these general terms and conditions, the following definitions shall apply:
Taxperience: Taxperience Group Holding B.V., its legal successor(s) and/or the (legal) persons appointed by it, as well as the (group) companies belonging to this company within the meaning of Article 2:24b of the Dutch Civil Code.
Client: any person or legal entity commissioning work from Taxperience.

Article 2. Applicability

2.1 These General Terms and Conditions apply to all commissions given to Taxperience.
2.2 Assignments will be accepted exclusively by Taxperience, even if it is the express or tacit intention that an assignment be performed by a specific person. Notwithstanding articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, the interim professional and others working for or on behalf of Taxperience, whether or not in an employment relationship, are not personally bound or liable, even if the assignment was given with a view to a specific person.
2.3 Without prejudice to the above, these General Terms and Conditions are also stipulated for the benefit of any third party who, whether or not in the service of Taxperience, is involved in the performance of an assignment or is or may be liable in connection therewith.
2.4 The applicability of any general (purchase) conditions of a Client is excluded.
2.5 If any provision of these General Terms and Conditions is null and void or may be annulled, the other provisions of these General Terms and Conditions shall remain in full force and effect. Parties shall then be obliged to replace the void or voided provision by mutual agreement in a manner that does justice to the intention of the void or voided provision as much as possible.
2.6 These general terms and conditions are available in both Dutch and English. In the event of a difference in interpretation between the two versions, the Dutch text shall be decisive.
2.7 Deviations from - or additions to - these general terms and conditions or an agreement to which they apply can only be agreed in writing.
2.8 In the event of any conflict between these General Terms and Conditions and a written agreement concluded between Taxperience and the Client, the provisions of the agreement will prevail.

Article 3. Assignments

3.1 The Client guarantees that he will provide Taxperience - even unsolicited - with all information and documents that he knows or can reasonably suspect to be relevant to the execution of the order. The Client guarantees the accuracy and authenticity of the information and documents provided by or on behalf of it.
3.2 The Client accepts that when accepting and performing its assignments, Taxperience must comply with the applicable laws and regulations, including, but not limited to, the Money Laundering and Terrorist Financing (Prevention) Act (Wwft) and the EU Directive on the Implementation of Obligatory Reporting of Cross-Border Structures Act following from Directive (EU) 2018/822. Taxperience is entitled to provide any information to the competent authorities that, in Taxperience's opinion, is necessary to comply with the applicable laws and regulations.
3.3 Taxperience is at all times authorised and entitled to commission third parties to carry out all or part of the engagement. Taxperience will be authorised to accept on behalf of the Client any conditions that apply in the relationship between it and the third party or that are stipulated by the third party.
3.4 Taxperience accepts obligations to perform to the best of its ability and never to achieve a result.
3.5 Deadlines for delivery or completion specified by Taxperience will not be regarded as firm dates. Any failure to meet them will not entitle the Client to compensation.
3.6 The intellectual property rights to all works produced by Taxperience will remain its property at all times. Taxperience will at all times be entitled to mention its name on or near the works it has produced.
3.7 Assignments will be carried out exclusively for the benefit of the Client. Unless with Taxperience's express written consent, others than the Client may not rely on or derive any rights from the result of the work performed for the Client.
3.8 During the term of the assignment, as well as for a period of fourteen (14) months after termination of the assignment, the Client is prohibited from directly or indirectly having an interim professional perform any work, either independently or as an employee or in any other way, other than under an agreement concluded between Taxperience and the Client. For the purposes of this provision, 'Client' shall also include its legal successor(s) and/or the (legal) persons appointed by it, as well as the (group) companies and/or participation(s) belonging to that company within the meaning of Article 2:24 (a, b and c) of the Dutch Civil Code. In the event of a violation of this prohibition, the Client will forfeit to Taxperience an immediate penalty, payable without notice of default, of an amount equal to the fee due to Taxperience for the interim professional in question for sixty (60) days at the rates applicable at the time of the violation, without prejudice to Taxperience's right to claim additional damages.

Article 4. Rates and payments

4.1 Unless expressly agreed otherwise in writing, the fee due to Taxperience will be determined by the number of hours spent on the execution of the order multiplied by the applicable hourly rate or a predetermined daily (part) fee. The hourly rates/day(s) fees will be adjusted periodically, usually per calendar year.
4.2 In case of mediation, the hourly rate/day(part) fee or the recruitment fee depends on the experience of the (deployed interim) professional and the nature and importance of the assignment.
4.3 The rates quoted in offers and confirmations of assignments are, unless explicitly stated otherwise, in Euros, exclusive of six percent (6%) office expenses, exclusive of VAT, exclusive of travel, accommodation and other expenses.
4.4 Taxperience will be entitled at all times to charge advances and/or require security for the payment of its claims and to suspend the fulfilment of its obligations until the Client has paid the advances thus charged or has provided the requested security. If the Client fails to make such advance payment or provide such security, Taxperience will be entitled to dissolve the contract. Any loss incurred by Taxperience as a result of such suspension and/or dissolution must be compensated by the Client.
4.5 As a rule, Taxperience will charge the fees due to it to the Client on a monthly basis in arrears.
4.6 Unless otherwise agreed in writing, payments must always be made within fourteen (14) days of the invoice date, failing which the Client will be in default by operation of law. The Client is not authorised to suspend or set off payments.
4. The claim for payment of all amounts owed to Taxperience will become immediately due and payable if and as soon as the Client enters into default vis-à-vis Taxperience, if and as soon as the control over the Client - whether by means of a change of management, transfer of shares or otherwise - changes, as well as if the Client ceases all or part of its business operations or alienates it in any way, is declared bankrupt, applies for a suspension of payments the statutory debt rescheduling scheme (WSNP) is declared applicable to him, an application for his placement under guardianship is filed, his assets or part thereof are seized, as well as if a guardianship order is instituted over all or part of his assets or he otherwise loses the management and/or the disposal of all or part of his assets, and furthermore if the Principal - if he is a general partnership or a private limited company - is in the process of liquidation or is dissolved.

Article 5. Advertising

5.1 Complaints regarding invoices must be submitted to Taxperience in writing, stating reasons, within fourteen (14) days of the invoice date, failing which the Client's rights in the matter will lapse.

Article 6. Liability

6.1 Without prejudice to the other exemptions included in these General Terms and Conditions and except in the case of intent or deliberate recklessness, any liability of Taxperience towards the Client, regardless of the basis for liability, will be limited to the amount paid out by Taxperience's liability insurer in that specific case, to be increased by the amount of the excess. Taxperience is insured for liability in accordance with the amounts and conditions customary in the industry. A copy of the policy will be made available upon request.
6.2 If Taxperience's liability insurance does not provide coverage in any specific case for any reason, or if the loss or damage in question is not covered by insurance, Taxperience's liability will be limited to a maximum of the amount invoiced to the Client by Taxperience in the context of the assignment in question during the last twelve calendar months in which work was done on the assignment in question.
6.3 Taxperience will never be liable for any trading loss, consequential loss or indirect loss.
6.4 Without prejudice to the provisions regarding claims in Article 5 of these General Terms and Conditions, any claim for damages against Taxperience, except those recognised by Taxperience and in case of intent and/or deliberate recklessness, will lapse by the mere expiry of three (3) months after the Client has discovered or reasonably should have discovered the damages and in any case after the expiry of twenty-four (24) months after the work was performed by Taxperience.
6.5 The Client indemnifies Taxperience against claims from third parties for damages arising in the performance of an assignment for the Client for which Taxperience is not liable under the provisions of this Article 6.
6.6 Without prejudice to the above, any conditions limiting, excluding or establishing liability that may be invoked by third parties against Taxperience may also be invoked by Taxperience against the Client. If and insofar as Taxperience has used third parties in the provision of services, the Client will never be able to enforce more rights against Taxperience than Taxperience can enforce against the third parties concerned.

Article 7. Principal's liability in case of mediation

7.1 The Principal bears towards third parties the liability as referred to in articles 6:170 and 6:171 of the Dutch Civil Code. Without prejudice to the foregoing, the Client will be liable vis-à-vis the interim professional and third parties for any loss or damage suffered by the interim professional in and/or during the performance of his work for the Client or caused to third parties, respectively. The Client shall indemnify Taxperience and hold Taxperience harmless against any claims by the interim professional and third parties, including claims relating to the payment of government (social) contributions. The Client will take out and maintain adequate insurance for such liability.
7.2 Without prejudice to the foregoing, Client warrants that the physical workplace and other working conditions of the interim professional are sound, suitable and safe, and that they comply with all regulations issued by law and the competent authorities.

Article 8. Third-party clause

8.1 The stipulations contained in these General Terms and Conditions will apply not only for the benefit of Taxperience, but also for the benefit of the persons and legal entities that work or have worked for Taxperience or have been engaged by Taxperience for the performance of any commission. The aforementioned persons or legal entities and their successors in title may at all times invoke the irrevocable third-party clause stipulated on their behalf.

Article 9. Applicable law and competent court

9.1 All agreements to which these general terms and conditions apply and any disputes arising therefrom shall be governed by Dutch law.
9.2 Disputes will always be submitted to the competent court of the District Court Oost-Brabant, location 's-Hertogenbosch.