Terms and Conditions – Audit à la Carte

These are the terms and conditions of Audit à la Carte ( Audit à la Carte ). Audit à la Carte is located at Europalaan 20 3526KS Utrecht, registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 62262904.

If you have any questions, you can contact us via our contact form on the website.

Audit à la Carte reserves the right to change these terms and conditions. You agree that the most recent version of these terms and conditions apply. Parties may deviate from these Terms and Conditions in writing.
terms-conditions.background.alt_text

Article 1 - General

These terms and conditions apply to every offer, proposal and assignment between Audit à la Carte and you ( Client ). On request, Audit à la Carte shall send these terms and conditions to you, free of charge. They are also available on https://www.auditalacarte.com.

Article 2 - Establishment of the Assignment

These terms and conditions apply to every offer, proposal and assignment between Audit à la Carte and you ( Client ). On request, Audit à la Carte shall send these terms and conditions to you, free of charge. They are also available on https://www.auditalacarte.com.

Article 3 - Proposals and Offers

  1. All offers and proposals from Audit à la Carte are non-binding, unless agreed otherwise in writing. An offer or proposal only applies to the assignment specified therein (and not for possible future assignments).
  2. If the Client provides Audit à la Carte with certain information, Audit à la Carte may assume that the provided information is correct and will base the proposal on that information.

Article 4 - Pricing

  1. Audit à la Carte can raise the price in the interim in the case of unforeseen and cost price increasing circumstances, if these circumstances occur after the establishment of the assignment.
  2. An offered price does not include expenses for Audit à la Carte and does not include taxes or levies by the authorities.

Article 5 - Payment and Collection Charges

  1. Client must pay within thirty days after the invoice date. Audit à la Carte shall send an invoice monthly.
  2. If the payment by Client is due, he will automatically be in default ( verzuim ), without a notice of default ( ingebrekestelling ) being required. In case of default, Client owes Audit à la Carte the statutory commercial interest. The interest on the payable amount is calculated from the moment that the payment is due, until the moment that the payable amount has been paid by Client in full.
  3. Any outstanding amounts by the Client are immediately payable in the following cases:
    1. Client fails to pay within the payment term;
    2. Client is bankrupt or applied for a suspension of payment or any other insolvency procedure;
    3. Client (company) is dissolved or liquidated;
    4. Client (private individual) is placed under guardianship or deceased.
  4. If Client does not pay on time, he shall immediately be in default. He will then be due to the Supplier all extrajudicial costs. In case of an invoice amount to € 267, these costs will be € 40. In case of a higher invoice amount, the maximum collection fees are as follows:
    1. 15% on the first € 2,500;
    2. 10% on the part that remains thereafter, up to € 5,000;
    3. 5% on the part that remains thereafter, up to € 10,000;
    4. 1% on the part that remains thereafter, to € 200,000;
    5. 0.5% on the remaining part.

Article 6 - Duration

Client and Audit à la Carte enter into the contract for an indefinite period of time, unless Parties agree otherwise.

Article 7 - Third Parties

Audit à la Carte may involve third parties (partially) to perform the activities. The following articles of the Dutch Civil Act ( Burgerlijk Wetboek ) do not apply:
  • 7:404 (execution by a certain person);
  • 7:407 sub 2 (joint and several liability);
  • 7:409 (death of a certain person).

Article 8 - Execution of the Assignment

  1. Audit à la Carte shall execute the assignment at the best of its knowledge and abilities and according to the requirements of professional practice.
  2. Audit à la Carte may execute the assignments in different phases and send separate invoices on the different phases.
  3. If Audit à la Carte performs the assignment in different phases, Audit à la Carte may suspend any activities on the next phase until Client approved the execution of the last phase in writing.
  4. Client shall timely provide Audit à la Carte with all information or material, required for the execution of the assignment.
  5. If Client does not provide the material or information in time, Audit à la Carte may suspend the execution of the assignment and charge the additional costs, coming from the delay. Audit à la Carte is not liable for any damages, resulting from incorrect or incomplete information, provided by Client.

Article 9 - Changes of the Assignment

  1. If it proves to be necessary to change the assignment during the activities in order to guarantee a decent execution of the assignment, parties shall negotiate the required changes and agree on them in writing.
  2. If parties agree on altering the assignment, Audit à la Carte may raise or lower the price. If possible, Audit à la Carte shall provide a quotation to Client in advance. The execution time may change with a change of the assignment. Client agrees on the possibility to change the assignment, the pricing and the execution time.
  3. Audit à la Carte may refuse a request, made by Client, to change the assignment if changing the assignment could affect the quality or quantity of the activities.

Article 10 - Suspension, Dissolution

  1. Audit à la Carte may temporarily suspend the execution of the activities if he cannot comply because of force majeure .
  2. If the execution of the assignment is permanently impossible parties may cancel the assignment for the part that has not been fulfilled.
  3. Audit à la Carte may suspend or cancel the assignment if Client fails to meet its obligations, partially, completely or in time. In such cases, Client shall compensate Audit à la Carte for damages.

Article 11 - Termination in the Interim

  1. If Audit à la Carte cancels the assignment in the interim, Audit à la Carte shall ensure a handover of the work yet to be performed to a third party, unless the termination is imputable to Client. If the handover of the activities leads to additional costs for Audit à la Carte, these costs shall be borne by Client.
  2. Audit à la Carte may immediately cancel the assignment (and is not liable for any damages doing so) in one of the following events:
    1. Client fails to pay within the payment term;
    2. Client is declared bankrupt or applied for suspension of payments, or applied or becomes subject to any other insolvency procedure;
    3. Client (the company) is dissolved or liquidated;
    4. The occurrence of circumstances in which Client can no longer freely dispose of his capital.

Article 12 - Force Majeure

  1. Audit à la Carte is not obliged to comply in the event of force majeure .
  2. Audit à la Carte may suspend the obligations, coming from the assignment, for as long as the force majeure continues.
  3. If Audit à la Carte complied with a part of its obligations, and that part has an independent value, Audit à la Carte may charge that part to the Client.

Article 13 - Retention of title

  1. Everything supplied by Audit à la Carte shall remain the property of Audit à la Carte until Client has fully fulfilled all its obligations.
  2. Client must do everything he can reasonably do to secure the properties of Audit à la Carte.
  3. If Audit à la Carte wishes to exercise its property rights, Client gives unconditional and irrevocable consent to Audit à la Carte to enter all places where the properties are located, so that Audit à la Carte can take them back.

Article 14 - Examination

  1. Client shall examine the result of the assignment when the assignment is finished. Client shall examine if the quantity and the quality of the result is according to the agreement.
  2. Client shall notify Audit à la Carte in writing within fourteen days after completion of the assignment, of any visible defects or shortcomings. Client shall notify Audit à la Carte in writing within thirty on shortcomings or defects that are invisible at first sight. The notification must contain a detailed description of the shortcoming.

Article 15 - Complaints

  1. Client shall notify Audit à la Carte in writing of any complaints within one month days after detection (or –on invisible shortcomings– after he could have detected it).
  2. A timely notified complaint does not suspend or cancel any payment obligation from the Client.
  3. If Client does not notify Audit à la Carte timely, Client is not entitled to any recovery, replacement or compensation.
  4. If it is established that the complaint is justified and the notification by Client thereon was timely delivered, Audit à la Carte shall recover, replace or compensate it’s work within a reasonable term after notification of the shortcoming, in writing from the Client.
  5. If it is established that a complaint is not justified, Client shall compensate Audit à la Carte for made expenses (like research costs).

Article 16 - Liability

  1. Audit à la Carte is only liable for direct damages suffered by Client as a direct consequence of a shortcoming by Audit à la Carte.
  2. Audit à la Carte is not liable for any damages resulting from Audit à la Carte relying on incorrect or incomplete information provided by Client.
  3. The liability of Audit à la Carte shall never exceed the amount paid by its insurer.
  4. If Audit à la Carte’s professional liability insurer does not cover the damages, Audit à la Carte’s liability is limited to an amount of €250,00, unless the (total) by Client paid amount does not exceed €250,00. If so, Audit à la Carte’s liability is limited to the total by Client paid amount.
  5. The limitations set out in this article do not apply if the damages are the result of a deliberate act or gross negligence.

Article 17 - Limitation Period

The limitation period on all claims and defences against Audit à la Carte is one year.

Article 18 - Indemnification

  1. Client indemnifies Audit à la Carte from any claims by third parties, who suffer damages, resulting from the execution of the assignment but cannot be attributed to Audit à la Carte.
  2. If third parties address Audit à la Carte to be liable for damages resulting from the execution of the assignment, Client shall support Audit à la Carte both judicial and extrajudicial and Client shall do what may be expected from him.
  3. If Client does not provide the support described in paragraph 2, Audit à la Carte may take the actions it deems required. All expenses and damages made by Audit à la Carte in this respect shall be borne by Client.

Article 19 - Intellectual Property

  1. All the plans, documents, pictures, drawings, programming, creations and related information, made by Audit à la Carte, remain property of Audit à la Carte. This also applies if related expenses are charged or when these are improved, later on.
  2. Client can only copy the aforementioned properties if it is for internal use within Client’s company and cannot show the properties to third parties or put the properties at disposal in a different manner than originally intended by Audit à la Carte.
  3. Client and Audit à la Carte shall agree on more detailed arrangements, in separate agreements, on certain licenses, given to Client by Audit à la Carte. If parties do not agree on further terms concerning the licenses, Audit à la Carte grant Client a non-transferrable license to use the works, made by Audit à la Carte (like: software, designs, illustrations or any other creation), for an indefinite period of time.

Article 20 - Non-Disclosure

  1. Audit à la Carte shall not disclose any of Client’s information to third parties, unless Audit à la Carte is required by a statutory or professional obligation to disclose the information.
  2. Audit à la Carte shall not use any information, obtained from Client, in a different manner than originally intended, except that the information may be used in a legal procedure that involves Audit à la Carte and the information can be of importance.
  3. Client shall not disclose the contents of agreements, confirmations, offers, reports, advices or other expressions from Audit à la Carte, whether they are in writing or not.

Article 21 - Nullity

If any part of these conditions is void or voidable, this does not alter the validity of the remainder of these conditions. The invalid or unenforceable part shall be replaced by a provision that most closely follows the content of the invalid provision.

Article 22 - Conflicting Provisions

If any of the provisions from these terms and conditions are in conflict with a provision from an agreement, the agreement prevails.

Article 23 - Applicable Law

Dutch law.

Article 24 - Competent Court

The Court of Midden-Nederland.