Terms and Conditions

General terms and conditions Structure Administrations BV

General

Article 1
a. These General Terms and Conditions apply as soon as the client has requested assistance from the contractor. All provisions of these terms and conditions are in force between the parties, insofar as not expressly deviated from in writing.
b. In these terms and conditions, the following terms are understood to mean:
- the contractor: STRUCTURE ADMINISTRATIONS BV (hodn AXJA ADMINISTRATIONS), which carries out the activities referred to in Article 2;
- the client: the natural or legal person who calls upon the assistance of Structural Administrations BV;
- the assignment is understood to mean the activities to be determined in mutual consultation between the client and the contractor that must be carried out by the contractor and the conditions under which this must take place.
c. Notifications by e-mail or otherwise electronically are deemed to have been received on the day of dispatch, unless the general terms and conditions provide otherwise.
d. Conditions used by the client only apply if it has been expressly agreed in writing that those conditions, with the exclusion of the present conditions, will apply to the agreement between the parties. A mere reference by the Other Party to its own terms and conditions or a standard clause on the stationery or in the client's own terms and conditions with the content of the exclusivity of this own operation as content does not lead to applicability to the agreement.

scope

Article 2
a. All offers are without obligation, unless the contractor has expressly stated otherwise in its offers or quotations to the client.
b. The activities of a contractor (may) include (among other things) keeping a complete bookkeeping or administration for the client, drawing up annual accounts, preparing tax returns and any follow-up thereto, advising on issues of financial, tax and/or business nature, as well as all acts and transactions that - in view of the legal relationship and the ensuing assignment - may be useful in connection with the activities referred to above.
c. The client with whom a contract has been concluded on the basis of these terms and conditions is deemed to have tacitly agreed to the applicability of these terms and conditions to agreements concluded later with the contractor.

Creation

Article 3.1
The agreement is concluded at the moment that the contractor accepts the assignment. The rule included in the previous sentence also applies to changes in assignments. If the interest of the client requires immediate full or partial delivery by the contractor, or if the client has expressly requested immediate delivery, the agreement will be deemed to have been concluded because the contractor has actually made delivery to the client in whole or in part.

Article 3.2
The assignment is accepted the moment the client returns a completed intake form or at the start of the work. The work will start at the moment the execution of the work has started.

Obligations of the contractor

Article 4
a. The contractor is obliged to represent the interests of his client to the best of his knowledge and ability, all this insofar as this is possible and desirable in view of the legal relationship and the resulting assignments.
b. The manner in which the administration is kept and the other activities are performed must, with due observance of any applicable legal provisions, meet the requirements arising from the obligations and responsibilities of the client.
c. If the activities are intended to achieve a certain (financial) end result, it is not guaranteed that this intended end result will actually be achieved.

Client obligations

Article 5.1
a. The client must ensure that he refrains from all actions that frustrate or make impossible the performance of the assignment by the contractor.
b. The client is obliged to provide the contractor with all data, information and documents required for the performance of the assignment in a timely manner, in full and in the correct manner.

Article 5.2
a. The obligation to provide all data, information and documents in a timely manner is met if the following terms are met:

- Turnover tax (VAT): within one week after the end of the period.
- Income tax (IB): within one month after the end of the period.
- Corporation tax (VPB): within one month after the end of the period.
- Other: within the term agreed in writing or by e-mail.
b. After the conclusion of the agreement, the client owes the monthly software costs by operation of law. The monthly software costs amount to the agreed amount, or at least that which is demonstrably paid for the accounting software by the contractor and at all times at least € 15 per month.
c. If the client arrives more than 15 minutes late at the pre-agreed time of an appointment with the contractor, the contractor reserves the right to charge an hour regardless of whether it concerns a physical or digital meeting.

Article 5.3
If the client does not comply with Articles 5.1 and 5.2, the contractor is entitled to suspend the work at any time during the default without lapse of the payment obligation for the work already performed.

2

Confidential

Article 6
The contractor undertakes to treat as such all data and documents relating to the assignment, which can reasonably be regarded as confidential and secret. The contractor is not liable for breach of confidentiality by the persons in his employ, if the contractor can demonstrate that this breach could not have been prevented by him.

Cooperation with third parties

Article 7
a. The contractor can only engage other experts who do not belong to his own company in the performance of his assignment.
b. The contractor accepts no liability for the work performed by third parties, including the experts referred to in Article 7a. If the necessity or desirability of the work carried out by third parties has been determined in consultation with the client.

Contractor shortcomings

Article 8
a. The contractor is only liable towards the client for damage that the client suffers as a direct result of shortcomings of the contractor or of persons in his employ who have been committed in the performance of the assignment, if and insofar as these shortcomings under normal circumstances at normal professional knowledge and with due observance of normal attention and manner of professional practice could have been avoided, subject to the further restrictions described below.
b. The contractor is obliged to rectify the shortcomings referred to above as soon as possible free of charge, if and insofar as the rectification does not involve higher costs than charged for the relevant work. If the costs do turn out to be higher, the contractor is only obliged to carry out these repair work if the client declares in advance in writing that it is prepared to bear these additional costs.
c. Any liability of the contractor expires no later than 60 months (5 years) after the tax returns for the relevant financial year have been submitted, to be increased by the period for which an extension has been granted.
d. Any liability on the part of the contractor lapses if the client has not given the contractor the opportunity to be present during a possible tax audit for the relevant period, furthermore if the client has not given the contractor the opportunity to rectify the shortcoming in question and in the event that further work as a result of or in connection with that shortcoming has taken place without the client involving the contractor in this.
e. The client must report the shortcomings referred to in this article within 1 month after he/she has become aware of this, or should reasonably have been aware of it, failing which any liability on the part of the contractor is excluded. Liability is in any case and at all times excluded, except and insofar as the professional liability insurance taken out by the contractor entitles the contractor to a payment.

Client shortcomings

Article 9
a. If and insofar as shortcomings in the performance of the work performed by the contractor are the result of the circumstance that the client has not fulfilled its obligations in accordance with Article 5, has not fulfilled them in time or has not fulfilled them sufficiently, the contractor is therefore not liable at all.
b. In such a case, the aforementioned shortcomings will be repaired at the expense of the client.

Termination by client

Article 10
a. The client can terminate a given assignment at any time.
b. Cancellation of the assignment must take place by registered letter or e-mail with confirmation of receipt.
c. When an assignment is terminated, between the time of notification of this termination and the time at which this termination takes effect, such a period will in principle be observed, which will consist of at least one month, that the contractor will keep the work in progress or the administration in a can bring it to such a state that its transfer to the client or a third party to be designated by the client can be carried out in an acceptable manner without damage to the progress of those activities, with due observance of the provisions of Article 9 of these terms and conditions.
d. The assignment given to the contractor does not expire due to the death of the client; his rights and obligations pass to his heirs and/or legal successor.

Suspension/dissolution/termination by the contractor

Article 11
Without prejudice to the general power of suspension or dissolution referred to in these terms and conditions, if the client fails to fulfill any obligation under the agreement concluded by the parties in a timely manner, or fails to do so in full or insufficiently, or if the client has applied for bankruptcy or suspension of payments (by a third party), the client has an attachment in in any form whatsoever, the client wholly or partially liquidates or shuts down or transfers his company, does not pay the invoices due by him in time, has the right to:
to terminate a given assignment at any time, which notice must be given by registered letter or e-mail with confirmation of receipt;
b. to request advance payment or security from the client - for all existing agreements or agreements to be concluded in the future - before the contractor commences the delivery of its (further) work;
c. suspend provision of its services;
d. to deem the agreement in question fully or insofar as it has not been performed partially dissolved, by sending the client a written notification to the client, without the need for judicial intervention, all this without prejudice to the contractor's rights to compensation due to dissolution;
e. if the contractor makes use of its rights as set out in this article, the contractor will never be liable to the client for any resulting damage, both direct and indirect.

Delivery, delivery time and delivery

Article 12
Subject to further agreement(s) between the client and the contractor, the delivery of the necessary documents, books, records, administrative and/or other data, etc., by or on behalf of the client to the contractor, as well as the delivery by the contractor to the client, will take place at a time to be determined by the contractor. manner and in a form and number to be determined by the contractor.
b. If the client remains in default in complying with that referred to in sub a., regardless of the reason, the contractor is authorized to suspend its work. Any damage resulting from this, in whatever form and size, cannot lead to the liability of the contractor.

right of retention

Article 13
a. The client and the contractor expressly agree that the contractor is authorized to suspend delivery of goods until the client has fulfilled its obligation to reimburse outstanding invoices, including interest and costs due thereon, as well as its obligation to compensate the contractor for damage in the context of of the legal relationship in question, or has provided security for this purpose that is considered sufficient in banking transactions, for example an irrevocable bank guarantee.
b. The items referred to in sub a. in any case include books, records, documents, administrative data and other data (carriers) that have been created with regard to the execution of the assignment.

Force majeur

Article 14
a. In the event of a strike, theft, government measures, fire, computer defects, epidemics, loss of data, war, water damage and all other circumstances which temporarily or permanently prevent fulfillment of the agreement, the contractor has the right to either terminate the agreement by means of a registered letter or e-mail with confirmation of receipt, or by adding the duration of the force majeure to the delivery time.
b. In the event of a situation of force majeure, the contractor is obliged to inform the client of this immediately.
c. The client is liable for any damage caused by damage to or destruction of documents or records of third parties, which the contractor has in safekeeping for the client.
d. In the event of a force majeure situation that lasts longer than one month, the Client has the right to terminate the agreement. This cancellation must be made by registered letter or e-mail with confirmation of receipt and must be received by the contractor before the force majeure is terminated.
e. The aforementioned dissolution does not release the client from its obligation to pay the provisions of Article 19. The costs that fall between the date of the last invoice and the date of dissolution will be borne by the client. The Client cannot claim compensation in the event of dissolution.
f. Upon termination of the force majeure, the contractor will inform the client of this as soon as possible, after which the contractor will resume the performance of the assignment.

General provisions of a financial nature

Article 15
a. If the parties have not agreed otherwise in writing, the contractor's fee will be determined on the basis of the appendix rates in force at that time.
b. At the request of the client, the contractor will provide an advance statement of the estimated costs for the work to be performed by him and/or his staff, either for a specific assignment or per calendar year or financial year. The estimated costs are not binding.
c. Annually before October 1, the rates can be increased as of January 1 of the following year, or at least three months before the new rates take effect.

declaration

Article 16
Unless otherwise agreed, the invoice must be specified in such a way that the client has sufficient insight into the composition of the components that together form the invoiced amount.

Advertising ring

Article 17
Complaints must be submitted to the contractor in writing within 30 days after each delivery or – if it concerns a defect or defects, which has been discovered afterwards – within 30 days after such discovery. The complaint must contain a (substantiated) description of the grievances or defects found.
b. The contractor will inform the client within fourteen days of the date of receipt of the complaint whether and, if so, how the complaint will be met. c. Complaints regarding deliveries made by the contractor and/or services/performances performed and work performed for this purpose expressly do not entitle the client to suspend the obligation to pay outstanding invoices.
d. Complaints regarding invoices sent by the contractor to the client must be made within two weeks after the date of dispatch stated on the invoice. Any right to complain about invoices lapses if the period referred to in this paragraph is exceeded, unless the client was unable to take cognizance of the contents of the invoice within the period referred to due to force majeure to be stated and proven by him. In the latter case, the term starts on the day of notification.

Intellectual Property

Article 18
All rights of an intellectual nature with regard to computer programs, system designs, working methods, research methods, reports, etc. originating from or used by the contractor, become and remain the express and exclusive property of the contractor, both during and after performance of the assignment, regardless of the share of the client itself or third parties engaged in the realization of the programs, designs, working methods, etc. referred to above. Exercising these rights, both during and after performance of the assignment, is exclusively and expressly reserved to the contractor.

Payment

Article 19
a. The invoice must be paid within 14 days of the date of the invoice, after which the client is legally in default.
b. After the term referred to in paragraph a. has expired, the client owes an interest payment of the statutory interest pursuant to Article 6:119a of the Dutch Civil Code, whereby part of a month is regarded as the whole month.
c. After the term referred to in paragraph a. has expired, the client will also owe the contractor all costs reasonably incurred to obtain extrajudicial payment of the invoice, which costs will amount to at least 15% of the principal sum plus turnover tax, with a minimum of 80 euros, without the contractor being obliged to demonstrate whether he has actually incurred the relevant costs. Furthermore, in that case, the client owes the contractor all legal costs incurred by the contractor. If the contractor engages third parties for the judicial or extrajudicial work, the client will also owe the contractor all costs incurred by these third parties in connection with the extrajudicial work, either directly or indirectly.
d. If, in response to a request to pay an advance or to provide security, a proper response to this request is not forthcoming, the contractor will be entitled in writing by registered letter or letter with acknowledgment of receipt or by fax with sending or acknowledgment of receipt with effect from twice twenty-four hours after the date of shipment, to dissolve the agreement, all this without prejudice to the contractor's right to payment of what has already been delivered and to compensation due to him due to the dissolution.
e. Without prejudice to any notification by the client when making his payment and without prejudice to the method of administrative processing of the payment by the client, payments from the client will always and exclusively be deemed to be deducted from the amounts outstanding by the contractor in the following way: . First of all, each payment will be deducted from collection costs and interest owed by the client, then payments will be deducted from the oldest outstanding invoices of the contractor.

Disputes

Article 20
a. Dutch law applies to all agreements between the client and the contractor to which these general terms and conditions apply.
b. All disputes related to agreements between the client and the contractor, to which these terms and conditions apply and which do not fall within the competence of the subdistrict court, will be settled by the competent court in the district in which the contractor has its place of residence, unless it concerns disputes that do not relate to the business or profession of the client

GDPR privacy statement

Article 21
The contractor will only protect the personal data that will be used, stored and/or processed by equipment and people for the purpose of the agreement if permission has been given by the client. The personal data, only with (explicit) permission from the client insofar as he/she is entitled to do so, will be included in the system of the contractor for the purposes of the agreement. This

personal data will not be provided to third parties for purposes other than those determined by agreement, except in the cases provided for by law. The client has the right to have the personal data removed from the client if they are no longer required. If the client wishes to view, modify or delete his data, he can contact the contractor. The Contractor must respond to a request for inspection within four weeks.

The client and the contractor agree that the contractor is indemnified from all liability with regard to infringement of privacy. If there is a data breach, the contractor will report this to the client as soon as possible. The Contractor has taken both technical and organizational measures to protect the personal data. These measures do not apply to third-party applications to handle personal data in a reliable or secure manner. E-mail messages sent to the contractor can be intercepted, misused or changed by third parties. The Contractor accepts no liability for this.

Change and location of general terms and conditions

Article 22

These General Terms and Conditions of Structural Administrations BV (registered under Chamber of Commerce number 83931678), have been filed with the Chamber of Commerce as 'Structure Administrations General Terms and Conditions' on January 9, 2023. The content and purport of the most recently filed version or the version as which applied at the time of the conclusion of the agreement.