General Terms and Conditions

General Terms and Conditions of Asamex B.V.

Article 1. SCOPE OF APPLICATION / GENERAL TERMS AND CONDITIONS

(1) These General Terms and Conditions (GTC) have been drawn up by Asamex B.V., hereinafter referred to as “Asamex”, to be incorporated as an integral part of all agreements, in whatever form, concluded between Asamex and a Principal, hereinafter referred to as “Client”. hereinafter referred to as “Client”, to be included as part of all agreements, in whatever form, concluded between Asamex and a Client, hereinafter referred to as “Client”. These General Terms and Conditions shall also apply to any new, supplementary or amended order of the Client.
(2) The applicability of the Client’s general terms and conditions is expressly excluded by Asamex.
(3) Asamex is obliged on the basis of the Dutch Prevention of Money Laundering and Terrorist Financing Act (Wwft) to identify its Clients. The Client shall provide Asamex with all relevant documents for this purpose, failing which Asamex shall not execute the Order or shall be entitled to suspend the execution of the Order. The Client shall provide Asamex with As part of this know-your-customer (KYC) process, the client shall provide Asamex with at least a copy of the identity cards of the managing directors and other decision-makers, an indication of the beneficial owners, excerpts from the commercial register and an organizational chart of the company.
4. Asamex is obliged to report certain cross-border, potentially aggressive tax arrangements to the competent authority due to the reporting obligation under EU Directive DAC 6 and its implementation in national law. In case of a reporting obligation, the client is obliged to provide Asamex with all necessary information. The Client will compensate Asamex for the time and costs incurred by Asamex in connection with the notification and any subsequent issues that may arise.


Article 2. SCOPE OF THE ORDER

(1) All services and (other) activities shall be provided on the basis of a service agreement with Asamex.
2. the contract shall be concluded at the moment the contract, offer and/or order confirmation has been signed by the Client, received back by Asamex and the KYC process has been completed to the satisfaction of Asamex in accordance with Wwft. If a (subsequent) Order has been placed verbally or if one of the documents from the previous sentence has not (yet) been received back signed, the Agreement shall be deemed to have been concluded, subject to the applicability of these General Terms and Conditions, at the time when Asamex has started executing the Order at Client’s request.
3. all orders shall be deemed to have been placed with and accepted by Asamex exclusively, even if it is the express or tacit intention that an order be executed by a specific person. The application of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code (BW) is entirely excluded. 4.
(4) All (legal) persons who have been involved in the execution of an agreement by Asamex may invoke these General Terms and Conditions, irrespective of the legal relationship they have or have had with Asamex.
(5) The Client authorizes Asamex to perform all acts necessary for the execution of the assignment.
(6) In the event that the Client culpably fails to perform its contractual obligations towards Asamex, Asamex shall be entitled, without prejudice to its other rights, to immediately suspend further performance of the Agreement and all amounts payable by the Client to Asamex for any reason whatsoever shall immediately become due for payment.

Article 3. EXECUTION OF THE CONTRACT

(1) All Activities performed by Asamex shall be performed to the best of its knowledge and ability, faithfully in accordance with the requirements of good professional practice (in accordance with the principles of proper professional practice). With respect to the intended Activities, unless expressly provided otherwise, there is a duty of cooperation on the part of Asamex.

(2) Asamex shall keep a manual file within the scope of the assignment, which shall contain copies of relevant documents and which shall be the property of Asamex.
(3) The Client shall ensure that all data and documents which Asamex deems necessary for the correct and timely execution of the order placed are made available to Asamex in due time and in the form and manner requested by Asamex.
(4) Unless otherwise provided by the nature of the assignment, the Client shall be responsible for the accuracy, completeness and reliability of the data and documents provided to Asamex, even if such data and documents originate from or are obtained through third parties.
(5) Any additional costs and fees resulting from a delay in the execution of the order due to the fact that the requested data and/or documents have not been provided by the Client, have not been provided in due time or have not been provided properly by the Client shall be borne by the Client. If the execution of an order is agreed upon according to the No Cure-No Pay principle or on a contingency basis and if this order cannot be
If the execution of an order is agreed upon according to the No Cure-No Pay principle or on a contingency basis and if this order cannot be executed (in full) due to the fact that the requested data and/or documents have not been provided by the Client, have not been provided in due time or have not been provided properly by the Client, the contingency fee shall be charged directly and in full to the Client.
(6) The Client shall ensure that Asamex is informed without undue delay of any facts and circumstances which may be relevant for the correct execution of the assignment. If the Assignment has been agreed upon on a No Cure-No Pay basis or on a contingency basis, such facts and circumstances may lead to another Assignment and/or to the situation that Asamex can no longer successfully complete the Assignment, this at the discretion of Asamex. In any case, this includes the situation in which the management and/or the shareholders of the Client have effectively ceased to act as a unit due to, among other things, mutual disputes. In this case Asamex shall immediately and fully charge the contingency fee to the Client.
(7) In case the Client (partially) executes the assignment itself, Asamex shall remain entitled to charge the Client the contingency fee in full in case of an assignment under the No Cure-No Pay principle or on a contingency basis.
(8) During the execution of the Agreement, the Client and Asamex shall communicate with each other, inter alia, by means of electronic data transmission. The Client and Asamex hereby agree not to hold each other liable for any damage that may be caused to either or both of them as a result of the use of electronic data transmission.

3A) Opening corporate accounts‍

 

(1) When applying for business accounts, the applicant undertakes, without exception, to provide all evidence required by the respective bank in the required form and to provide the requested information. In particular, proof is required to open an account for:

 

- the identity of all people involved in the company in the form of high-quality scans of ID or passport

- the residential address of all people involved in the company, in accordance with legislation in the form of a consumption bill or a letter from a bank. Other documents are not accepted.

- the stated business purpose of the company in the form of a presentable company website that meets current standards and is suitable for credibly providing information about the business purpose.

(2) The customer undertakes to provide only true and verifiable information in connection with opening an account.

(3) If no contract is concluded with the bank due to the customer's lack of cooperation and/or untrue or unverifiable information provided by the customer, a refund of the service fee for opening the account is excluded.

 


Article 4. HIGHER FORCE

(1) In the event that Asamex is unable to perform its contractual obligations, or is unable to perform them on time or properly, due to a cause beyond its control, including but not limited to employee illness (whether or not caused by a pandemic), computer network malfunctions and other stagnations in the normal operations of its business, such obligations shall be suspended until Asamex is again able to perform them in the agreed manner.
2. if the situation referred to in the first paragraph occurs, the Client shall have the right to terminate the Agreement in whole or in part in writing 14 days after the force majeure has occurred, without any right to compensation.
If Asamex has already partially fulfilled or will be able to partially fulfill its obligations under the Agreement at the time of the force majeure, Asamex shall be entitled to invoice the already fulfilled part or the part to be fulfilled separately on an hourly basis. The Client shall then be obliged to pay this invoice as a separate contract.


Article 5. Secrecy

(1) Unless required by law, regulation or other (professional) rules, Asamex and its employees are obliged to maintain the confidentiality of confidential information received from the Client with respect to third parties. However, an exception shall apply in the event that Asamex acts on its own behalf in disciplinary, civil or criminal proceedings in which such information may be relevant.
2. Asamex and the Client shall also impose the obligations arising from this article on the third parties called in by them.

(3) The Client is prohibited from publishing or otherwise disclosing to third parties the content of any advice, opinion or other statement, if any, made in writing without the express prior written consent of Asamex.
4. in the event of a breach of the prohibition referred to in the previous paragraph or of the prohibition referred to in Article 6 paragraph 2 of these General Terms and Conditions, the Client shall owe Asamex an immediately due penalty of € 5,000, without prejudice to Asamex’s (statutory) right to claim damages.


Article 6. INTELLECTUAL PROPERTY

(1) Asamex reserves all intellectual property rights in respect of the intellectual products it uses or has used or has developed and/or has developed in the performance of the Order and/or otherwise.
The Client is expressly prohibited from reproducing, publishing or commercially exploiting these products, including but not limited to consultations, (sample) contracts and other intellectual products of Asamex, in the broadest sense of the word, with or without the involvement of third parties. The Client shall have the right to reproduce written documents for internal use within its own organization if the purpose of the assignment so requires. In the event of premature termination of the assignment, the above provisions shall apply mutatis mutandis.

 


Article 7. HONORARIUM AND FEES

(1) In the event that after the conclusion of the agreement, but before the completion of the order, factors determining the fee, such as wages and/or prices, are subject to change, Asamex shall be entitled to adjust the previously agreed fee rate accordingly. This shall also apply to contracts concluded for an indefinite period of time.
(2) The fee rates charged by Asamex are exclusive of expenses, invoices of third parties engaged by Asamex, value added tax and other levies which are (may be) imposed by the government and shall all be passed on by Asamex to the Client or invoiced to the Client.
(3) If the order has been accepted by Asamex on a no-cure-no-pay basis or on a contingency basis, the provisions of Article 4 shall apply in the event of force majeure as a result of which the order cannot be fully or partially executed by Asamex.


Article 8. PAYMENT

1. payment by the Client shall be made without deduction, discount or set-off of debts within 7 days from the date of the invoice. Complaints about the amount of the invoices issued shall not suspend the Client’s obligation to pay. After the payment is received, the service order is started. 2.
(2) In case of failure to comply with the payment term referred to in paragraph 1, the Client shall be in default by operation of law after at least one reminder by Asamex to make payment within a reasonable period of time. Thereafter, the Client shall owe the statutory default interest on the amount due from the due date of the invoice amount until the date of its settlement. Furthermore, as soon as the Client is in default of payment, all judicial and extrajudicial costs of collection shall be borne by the Client. The extrajudicial costs shall be
minimum of 15% of the invoice amount and default interest with a minimum amount of € 300, without prejudice to the right of Asamex to claim the actual extrajudicial costs exceeding this amount. The judicial costs shall include all costs disputed by Asamex, even if they exceed the legal fee rate.
(3) If, in Asamex’s opinion, the Client’s financial situation and/or payment morale give cause to do so, Asamex shall be entitled to require the Client to immediately provide (additional) security in a form to be determined by Asamex and/or to make an advance payment. If the Client fails to provide the requested security, Asamex shall be entitled, without prejudice to its other rights, to immediately suspend the further
execution of the Order immediately and all outstanding payments owed by Client to Asamex for any reason whatsoever shall become immediately due and payable.

4. in case of a jointly placed order, the clients are jointly and severally liable for the payment of the entire invoice amount.
(5) In the event of liquidation, insolvency, suspension of payments or debt settlement proceedings of the Client, all claims against the Client shall become immediately due and payable.
(6) Asamex shall be entitled to set off all mutual claims existing between the Client and Asamex.
(7) Asamex shall send electronic invoices to the e-mail address provided by the Client. At the express request of the Client, invoices may be issued in paper form. If the Client’s e-mail address changes or becomes unusable without Asamex being informed, the Client shall be entitled to
is informed, the Client shall be bound by the invoice date referred to in paragraph 1 as well as the payment term referred to therein, as evidenced by Asamex’s accounting records.


Article 9. Complaints

1. complaints regarding the work performed and/or the invoice amount shall be notified to Asamex in writing within 14 days of the date of dispatch of the documents or information complained about by the Client or within 14 days of the discovery of the defect, if the Client proves that he could not reasonably have discovered the defect earlier. Complaints within the meaning of the first paragraph shall not have a suspensive effect on the Client’s payment obligation.
2. In the case of justified complaints, the Client shall be entitled to choose between a reduction of the invoiced fee, free rectification or new provision of the service complained about, or complete or partial withdrawal of the order in exchange for a pro-rata refund of the fee already paid by the Client.

Article 10. DELIVERY PERIOD AND CONTRACT TERMINATION

(1) If the Client is required to make an advance payment or to provide information and/or materials necessary for the execution of the assignment, the period within which Asamex must complete the activities shall not commence until the payment has been received in full by Asamex or the information and/or materials have been provided in full by the Client.
(2) Unless the execution of the Agreement is permanently impossible, the Agreement may not be terminated by the Client for failure to meet the deadline, unless Asamex also fails to execute the Agreement or fails to execute the Agreement in full within a reasonable period of time set in writing after the expiry of the originally agreed delivery period. In that case, dissolution of the agreement is permitted in accordance with article 6:265 of the Dutch Civil Code (BW).


Article 11. TERMINATION

(1) The Client and Asamex may terminate the Agreement at any time (in the meantime) by giving reasonable notice in writing, provided that a termination of the Agreement or a termination within such a period is not contrary to commercial morals or provided that no other agreements have been made.
2. the contract may be terminated by either party in writing (in the meantime) without notice if the other party is unable to pay its debts, in the event of liquidation, insolvency, suspension of payments or debt settlement proceedings, or if either party reasonably believes that one of the above circumstances has occurred in the other party or if a
situation has arisen that justifies immediate termination of the contract in the interest of the terminating contracting party.
3. if the Client terminates the contract (in the meantime), Asamex shall be entitled to reimbursement of any loss of use suffered by Asamex and made credible, payment of the agreed full contingency fee, payment of services already rendered as well as reimbursement of any additional costs reasonably incurred by Asamex as a result of the early termination of the contract (including costs for subcontracting activities), unless the termination is based on serious facts and circumstances attributable to Asamex.

4. if Asamex terminates the Agreement (in the interim), the Client shall be entitled to Asamex’s assistance in transferring the Activities to third parties, unless the termination is based on facts and circumstances attributable to the Client. In all cases of (interim) termination of the Agreement, Asamex shall retain the right to payment of the invoices for the Activities performed by Asamex up to the date of termination, with the provisional results of the Activities performed up to that date being made available to the Client with reservation. shall be made available to the Customer. If Asamex incurs additional costs as a result of the handover of the activities, these shall be invoiced to the Client. In the case of an assignment under the No Cure-No Pay principle or on a contingency basis, Asamex shall be entitled to terminate the agreement, whereupon the Activities already performed shall be invoiced on an hourly basis or the full contingency fee shall be invoiced, if a situation
situation as referred to in Article 3.5 and/or 3.6 has occurred. 5.
(5) Upon termination of the Agreement, each Party shall immediately hand over to the other Party all goods, items and documents still in its possession that are the property of the other Party.
6. the Client agrees in advance that Asamex shall retain goods, things and documents as long as the Client has not fulfilled its payment obligations.


Article 12. LIABILITY

(1) If the Client proves that he has suffered damage as a result of an error committed by Asamex, which could have been avoided if the Client had acted diligently, any liability of Asamex shall be limited to the compensation amount covered by the professional liability insurance taken out by Asamex in the relevant case and paid out by the insurance company, including the excess amount of Asamex in the relevant insured event.
2. liability of Asamex for direct or indirect damages is excluded in any case:
A. If these arise from oral consultations for which Asamex has not charged the Client a fee;
B. If an error is committed as a result of the Client’s failure to provide Asamex with correct and complete information in a timely manner;
C. If, in the event of a possible tax audit, the Client has not provided Asamex with the opportunity to be present and/or the Client has not provided Asamex with the opportunity to remedy any deficiencies, even if further activities have taken place as a result of or in connection with such deficiencies;
D. If they are due to the fact that Asamex has suspended its activities in response to an invoice that has not been paid by the client
suspended;
E. If Documents have been damaged or destroyed during transport or shipment by mail, whether such transport or shipment is carried out by or on behalf of the Client, Asamex or third parties.
(3) The Client shall indemnify Asamex against all claims of third parties for damages directly or indirectly, directly or indirectly related to the execution of the Order, unless the Client proves that such damages are not due to acts or omissions attributable to the Client or caused by intent or equivalent gross negligence on the part of Asamex.
(4) The limitations of liability set forth in this article shall also apply to all third parties engaged by Asamex for the execution of the order, which may thus directly invoke these limitations of liability. Any liability of Asamex for misconduct or omissions of such third parties is excluded.


Article 13. PROHIBITION OF SELLING

The Client shall not, during the performance of the Order and for a period of two years after the completion of the Order, recruit or interview any employees, whether or not they are or were involved in the performance of the Order from Asamex, without consulting and obtaining the consent of Asamex. If, despite this non-solicitation provision, Client hires one or more of Asamex’s employees, Client shall reimburse Asamex for any damages suffered, including, but not limited to, at a minimum, the recruitment costs incurred by Asamex in the course of hiring a replacement employee(s).

Article 14. PERSONAL DATA.

If Asamex processes personal data on behalf of the Client as a processor in the context of the performance of the contract, these General Terms and Conditions shall form part of the contract processing agreement.
The basis for the processing of almost all personal data by Asamex is the (proper) performance of a contract or the performance of pre-contractual measures. This applies to all services provided by Asamex to its clients, contracts with suppliers, employment contracts with its employees and all business operations necessary for this purpose, such as personnel administration and financial accounting, debt collection and IT processes, in order to ensure proper, efficient and secure business operations. The basis of compliance with a legal obligation applies, for example, to financial and payroll accounting and the obligation to cooperate in audits and to verify the identity of clients under the Dutch Prevention of Money Laundering and Terrorist Financing Act (Wwft).


Article 15. MAINTENANCE PERIOD

After termination of the Service Agreement, the relevant client file with all relevant documents will be retained by Asamex for the maximum period of the statutory retention period. Thereafter, Asamex shall have the right to destroy the file without further notice to the Client.

Article 16 MISCELLANEOUS

1. in the event that it is not possible to invoke individual provisions of the Agreement because they are not reasonable according to the applicable morals or because they are unreasonable, they shall be replaced by a provision of the Agreement that in any case comes as close as possible to the invalid provision of the Agreement in terms of content and meaning, so that it becomes possible to invoke it.
2. should individual provisions of these general terms and conditions or the contract be or become invalid and/or void in whole or in part, the remaining provisions of these general terms and conditions or the contract shall remain unaffected thereby.
3. if these general terms and conditions and the contract contain conditions that contradict each other, the conditions stipulated in the contract shall apply.
4. all rights to claims and other claims of any kind against Asamex in connection with activities performed by Asamex shall expire in any case one year after the date on which the beneficiary became aware of the rights and claims to which he is entitled or could reasonably be presumed to have become aware of them.
(5) Asamex shall be entitled to make changes to the General Terms and Conditions (GTC) at any time. The amended GTC shall apply to new, supplementary or amended orders and to current orders. The most recent version of the GTC can be viewed on the website of Asamex and is filed with the Dutch Chamber of Commerce and Industry.
(6) The provisions of the Agreement and the General Terms and Conditions which are expressly or impliedly intended to remain in force after the termination of the Agreement shall remain in force after the expiry of the Agreement and shall continue to bind the parties beyond the term of the Agreement.


Article 17. APPLICABLE LAW AND JURISDICTION

(1) All agreements between the Client and Asamex and these General Terms and Conditions shall be governed by Dutch law.
2. unless the parties expressly agree otherwise in writing or Asamex determines otherwise, all disputes arising in connection with agreements between the Client and Asamex shall be settled by the competent Dutch court.