Terms and Conditions - Lighthouse Finance

GENERAL SERVICE AND PAYMENT TERMS AND CONDITIONS APPLICABLE TO THE ENGAGEMENT BETWEEN THE CLIENT AND LIGHTHOUSE FINANCE

General

Article 1

These General Terms and Conditions apply to all transactions carried out by the Contractor, insofar as they are not expressly deviated from as provided for in writing.
For the purposes of these terms and conditions, the following definitions apply:

the Contractor: White Lines Holdings B.V., registered at the Chamber of Commerce in Amsterdam under the number 67307906 and trading under the registered trade name Lighthouse Finance;
the Client: the natural or legal person who calls on the assistance of the Contractor as stipulated in the Engagement Letter to which these terms and conditions are attached;
The assignment is understood to mean the activities to be determined in mutual consultation between the client and the contractor as provided for in the quote attached to the Engagement Letter to which these terms and conditions are attached, as well as any other or additional services required or requested by the Client at any point during the Engagement, which must be carried out by the Contractor and the conditions under which this must be done.

Meaning

Article 2

All offers are non-binding, unless the Contractor has expressly stated otherwise in its offers or quotations to the Client.
These general terms and conditions apply to the performance of all activities by the Contractor, such as (among other things) the keeping a complete bookkeeping or administration for the client, drawing up annual accounts, taking care of tax returns and any follow-ups thereto, advising on issues at the express request of the client of a financial, fiscal and/or business nature, as well as all acts and transactions which, having regard to the legal relationship and the ensuing assignment – may be useful in connection with the above-mentioned activities. In addition, these General terms and conditions apply to additional services provided by the Contractor, such as the provision of computer programs (software), systems, models that are related to or related to the Contractor’s activities.
These general terms and conditions, as well as all future new versions thereof, shall also apply to subsequent engagements. The Client is deemed to (have) (tacitly) agreed with these new version(s).

Establishment

Article 3

The agreement is concluded at the moment that the Contractor accepts the assignment. The rule set out in the preceding sentence also applies to changes in the engagement scope. If the Client’s interest is immediately carried out in whole or in part by the Contractor, or if the Client has expressly requested immediate performance, the agreement shall be deemed to have been in force from the date on which work began because the Contractor has actually carried out the performance for the Client in whole or in part.

Obligations of the contractor

Article 4

The Contractor is obliged to carry out the work to the best of its knowledge and ability, insofar as this is not the case, taking into account the legal relationship and the assignments arising from it, is possible and desirable.
The contractor shall carry out the work in accordance with the Code of Conduct and Professional Conduct applicable to him or her as provided for by the Dutch Association of Administration and Tax Experts (NOAB). At the written request of the Client, the Contractor will send them without delay a copy of the latest version of the said Code of Conduct and Professional Conduct.
The manner in which the administration is kept and the other activities are carried out must, taking into account any legal provisions applicable thereto, to comply with the requirements arising from the obligations and responsibilities of the Client.
If the purpose of the work is to achieve a certain (financial) end result, the Contractor shall at all times be subject to a obligation to make every effort to achieve that (financial) end result. However, there shall be no obligation to achieve a result unless otherwise provided for in writing.

Obligations of the client

Article 5

The Client must ensure that all actions that affect the performance of the Assignment by the Contractor are carried out. The Client may not undertake any action (or neglect to take any action) that has the effect of impeding or rendering impossible the ability of the Contractor to perform its duties under the Assignment.
The Client has the obligation to the Contractor to provide all necessary data, information and information in a timely, complete and correct manner for the performance of the assignment.

Confidentiality

Article 6

The Contractor undertakes to treat all information and documents relating to the Assignment as confidential and secret. The Contractor shall not be liable for any breach of confidentiality by persons employed by him, if the contractor can plausibly demonstrate that he could not have prevented this breach.

Collaboration with third parties

Article 7

In the performance of his contract, the Contractor may only provide other experts who do not belong to his own undertaking after the necessity or desirability thereof has been determined in consultation with the client.
The Contractor accepts no liability for the work carried out by third parties, including those referred to in Article 7a.

Contractor Liability

Article 8

The Contractor shall only be liable to the Client for damage suffered by the Client as a direct result of shortcomings on the part of the Contractor or of persons in his service committed in the performance of the Contract, if and to the extent that deficiencies under normal conditions, with normal professional knowledge and with due regard to normal attention and manner of working could have been avoided, subject to the further restrictions set out below.
The Contractor’s liability for damage related to the execution of the assignment and the work or Services performed for the Client shall at all times be limited to the amount for which the Contractor is insured and shall be reimbursed by the relevant professional indemnity insurer.
The Contractor is obliged to remedy the above-mentioned shortcomings as soon as possible free of charge, when and insofar as the repair does not involve higher costs than those charged for the work in question. If the costs are higher, the contractor is only obliged to carry out the repair work if the The Client declares in advance in writing that it is willing to bear these additional costs.
Any liability of the contractor shall lapse no later than 60 months (5 years) after the tax returns of the relevant financial year, to be increased by the period for which a deferral has been granted.
Any liability of the Contractor shall lapse if the Client, in the event of a tax audit of the relevant period, did not give the Contractor the opportunity to be present. Furthermore in the event that the Client did not provide the Contractor an opportunity to remedy the shortcoming in question and, in the event that further work is carried out or has occurred by another party as a result of or in connection with that shortcoming, without the Client informing the Contractor as to the same, any liability of the Contractor shall similarly lapse.
The client must report the shortcomings referred to in this article within 1 month after he/she has become aware of them or should reasonably have been, failing which any liability on the part of the Contractor shall lapse.

Liability is excluded in any event and at all times, except and insofar as the Contractor’s professional indemnity insurance entitles the Client to compensation.

Shortcomings of the client

Article 9

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 failed to comply with its obligations in accordance with Article 5, or has not complied with it in a timely manner or to a sufficient extent, the Contractor shall not be liable for any damages incurred or suffered by the Client.
Rectification of the aforementioned shortcomings as well as limitation of any damage suffered will in such a case be at the expense of the Client.

Termination by Client

Article 10

The client may terminate an assignment at any time.
Termination of the assignment must be done by registered letter unless the parties agree otherwise.
In the event of termination of an assignment, between the time of notification of such termination and the time at which such termination of the contract is terminated, shall in principle be such a period, which shall consist of at least one month, in which the Contractor shall endeavour to ensure that work in progress or the administration in such a state that it can be transferred to the client or a third party to be designated by the client, without damage to the progress of that work, in an acceptable manner, subject to the provisions of Article 9 of these conditions.
In the event that the Client is a natural person the assignment given to the Contractor does not lapse due to the death of the Client; their rights and obligations shall be transferred 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, the Contractor shall, if the Client fails to fulfil any obligation under the agreement entered into by the parties in a timely manner, or fails to do so completely or sufficiently, declares bankruptcy or has applied for a moratorium (by a third party), or has been subject to seizure in any form whatsoever by the Client, or the Client liquidates or suspends or transfers all or part of its undertaking, or fails to pay the invoices due by him in good time, the Contractor shall have the right:

to terminate at all times an order given with immediate effect, which termination must be given by registered mail letter sent to the registered address of the Client;
to request advance payment or security from the Client – for all existing or future agreements – before the Contractor commences the delivery of its (further) work;
to suspend the provision of its activities and (additional) services;
to dissolve the agreement in question, in whole or in part, extrajudicially, by sending to the Client a written notification to the Client, without the need for judicial intervention, without prejudice to the the Contractor’s right(s) to damages;

If the Contractor makes use of its rights as set out in this article, the Contractor shall not be liable to the Client liable for any damage resulting from this, 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 required documents, books, administrative and/or other data, etc., by or on behalf of the Client to the Contractor, as well as the delivery by Contractor to the Client, shall occur in a manner to be determined by the Contractor and in a form and number to be determined by the Contractor.
If the Client fails to comply with the provisions referred to in subparagraph (a), regardless of the reason for this, the Contractor shall be permitted to suspend its activities. Any resulting damage, in whatever form and extent, cannot lead to liability of the Contractor.

Right of retention

Article 13

The Client and the Contractor expressly agree that the Contractor is entitled to suspend the delivery of documents, books, administrative and/or other data, etc. as per Article 12a until the Client fulfils its obligation to pay outstanding invoices, including interest and costs due thereon.
The items referred to in sub a. shall in any case include books, documents, documents, administrative data and other data (carriers) that have been created with regard to the execution of the assignment.

Force majeure

Article 14

In the event of strikes, thefts, government measures, fire, computer failures, epidemics, loss of data, war, etc. water damage and all other circumstances which prevent the performance of the agreement, whether or not temporarily, the Contractor has the right to either terminate the agreement by means of a registered letter, or to specify the duration of the force majeure.
In the event of a situation of force majeure, the Contractor is obliged to inform the Client of this immediately.
The Client is liable for any damage caused by damage to or destruction of documents or documents of third parties, which the Contractor has in custody for the Client.
In the event of a situation of force majeure that continues for more than one month, the Client has the right to terminate the agreement. say. This termination must take place by registered letter and be served before termination of the force majeure by the Contractor.
The above-mentioned dissolution does not relieve the Client of 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. In the event of dissolution, the Client cannot claim compensation.
Upon termination of force majeure, the Contractor shall inform the Client of this as soon as possible, after which the Contractor shall resumption of the performance of the contract.

General provisions of a financial nature

Article 15

If the parties have not agreed otherwise in writing, the Contractor’s fee shall be determined on the basis of a hourly fee.
At the request of the Client, the Contractor shall state in advance the estimated costs for the costs incurred by the Contractor and/or by its work to be carried out by staff, either for the purpose of a specific assignment or per calendar year or financial year.
If, after the conclusion of the agreement, but before the assignment has been fully performed, fees or prices change the Contractor shall be entitled to adjust the agreed rate accordingly.

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 make up the declared amount.

Complaints

Article 17

Complaints must be made in writing within 30 days of each delivery or – in the case of defect or defects – that or are subsequent – to be submitted to the Contractor within 30 days of such a finding. The complaint include a (reasoned) description of the complaints and/or defects found.
The Contractor shall inform the Client within fourteen days of the date of receipt of the complaint whether and, if applicable how, the complaint is valid.
The Client expressly does not have the authority to suspend the obligation to pay outstanding invoices whilst a complaint or dispute is (or is to be) received, investigated and resolved by the Contractor.
Complaints regarding invoices sent by the Contractor to the Client must be made within two weeks of the date stated in the declaration. Any right to complain of invoices shall lapse if the conditions referred to in this paragraph are exceeded unless the Client has not been able to become aware within the said period on the basis of force majeure to be alleged and proved by the Client.
A Client domiciled in the United Kingdom of Great Britain and Northern Ireland may, in the event that it believes that the Contractor has not complied with its duties of care and due diligence in relation to the Assignment, register a complaint to the Contractor’s Principal, Simon Van Wyk (svanwyk@lighthouse-finance.com) or directly with the Institute of Chartered Accountants in England & Wales.

Intellectual Property

Article 18

All rights of an intellectual nature with regard to computer programs originating from or used by the Contractor, system designs, working methods, research methods, reports, etc., both during and after the execution of the assignment, remain the express and exclusive property of the Contractor, regardless of the Client’s or the contractor’s third party(ies) contribution in the creation of the above-mentioned programs, designs, working methods, etc. The exercise of these rights is both during and after the execution of the assignment exclusively and expressly reserved to the Contractor.

Payment

Article 19

Invoices must be paid within 14 days of the date of the invoice, after which the client will be in default.
After the expiry of the period referred to in paragraph a., the Client shall owe an interest payment of statutory interest pursuant to Article 6:119a of the Dutch Civil Code, whereby part of the month is considered to be the entire month.
After the expiry of the period referred to in paragraph a., the Client shall also be liable to the Contractor for all extra-judicial costs reasonably incurred to obtain payment of the invoice, which costs will be at least 15% of the principal amount plus turnover tax (subject to a minimum of €70) without the contractor being required to demonstrate whether the costs in question have been actually incurred. Furthermore, the Client will be liable to the Contractor for all legal costs incurred by the Contractor (including inter alia court filing fees). If the Contractor engages third parties (e.g lawyers, attorneys and bailiffs inter alia) for the execution of judicial or extrajudicial activities, the Client shall be liable for all costs incurred by these third parties.
If, in response to a request by the Contractor for an advance payment or the provision of security in relation to the provision of its services, a response to this request is not forthcoming, the Contractor shall be entitled to send a letter in writing by registered letter or letter or electronic mail with acknowledgement of receipt or by fax with sending and/or acknowledgment of receipt with effect from fourty-eight hours after the date of sending, to dissolve the assignment without prejudice to the Contractor’s right to payment of the services already delivered and to the amount due to the contractor as a result of the loss of the Contractor’s compensation.
Without prejudice to any communication made by the contracting authority when making his payment and without prejudice to the manner in which Client payments are processed, payments made by the Client will always and exclusively be deemed to be deducted from the amounts outstanding to the Contractor in the following manner: Firstly, each payment will be applied collection costs and interest owed by the Client; payments will then be applied against invoices on the first-in-first-out (FIFO) basis.

Electronic Communications

Article 20

During the execution of the Assignment, the Client and the Contractor may communicate with each other via electronic means.
The Client and the Contractor shall not be liable to each other for any damage that may result from the use of electronic means of communication, including – but not limited to – damage resulting from non-compliant delivery or delay in the delivery of electronic communications, or interception or manipulation of electronic communications by third parties or by software/equipment used for the transmission, reception or processing of electronic communications, transmission of viruses and the non-functioning or malfunctioning of the telecommunications network or other electronic communication required, except insofar as the damage is the result of intent or gross negligence.
Both the Client and the Contractor shall do or refrain from doing all that may reasonably be expected of each of them in order to prevent of the occurrence of the above-mentioned risks.
The data extracts from the Sender’s computer systems will be deemed to be evidence of (the content of) the data sent by the Sender electronic communication until such time as evidence to the contrary has been provided by the recipient.

Privacy

Article 21

In order for the services to be performed by the Contractor, it may be necessary to collect personal data and temporarily store it. Such data is processed for the following purposes:

The formation and execution of the Assignment;
Being able to contact the client and/or the client’s authorised contact persons;
To provide the client and its contact persons with further information about services and/or relevant products (‘commercial services’), where if the recipient does not wish to receive information, this can be easily indicated by clicking on ‘unsubscribe’ in the received email.

All processing of personal data will take place in accordance with the applicable privacy regulations, such as the General Data Protection Regulation (GDPR) and the General Data Protection Regulation (UAVG) Implementation Act.
The Contractor has a privacy statement which can be consulted on its website and which can be consulted at the first request of the is made available to the client or data subject.

Power to amend

Article 22

The Contractor is entitled to amend these General Terms and Conditions. The General Terms and Conditions amended by the Contractor shall apply vis-à-vis the Client from thirty (30) days after the latter has been informed of the change in writing, unless the Client prior to that period informs the Contractor in writing that it will object to the change.

The Client is entitled to terminate the Agreement with effect from the moment on which the amended General Terms and Conditions would become applicable, but only if the change would substantially increase the Client’s obligations arising from the Agreement. The notice of termination must be in writing.

If the Client has indicated in a timely manner that it will object to the amendment, without having authorised the Agreement the unamended General Terms and Conditions between the parties will remain in force until the Assignment has been completed or terminated but not more than six (6) months from the end of the aforementioned thirty (30) day period. Should the Agreement renew or continue thereafter, the amended General Terms and Conditions will apply from that time.

Disputes

Article 23

All agreements and assignments between the Client and the Contractor to which these General Terms and Conditions apply, are subject to Dutch law.
All disputes relating to agreements between the Client and the Contractor, to which these terms and conditions of which do not fall within the jurisdiction of the subdistrict court shall be decided by the competent court in the the district in which the Contractor is domiciled, unless it concerns disputes that do not relate to the business or Client’s profession.
These General Terms & Conditions have been translated for the Client’s convenience from the Dutch version, filed with the Chamber of Commerce as NOAB Leverings- en Betalingsvoorwaarden. In the event of a conflict arising between the English and Dutch versions, the Dutch version shall prevail.
The Client is free to follow the procedure of disciplinary proceedings.

Filed with the Chamber of Commerce as ‘NOAB Delivery and Payment Conditions’.

NOAB Chamber of Commerce number 40413215.

Adopted on 24 November 2021 by the association NOAB, which has legal personality.