These general terms and conditions apply to all subscriptions concluded by IBEO with the Other Party as well as in general all work performed by IBEO or by third parties on its behalf for the benefit of the Other Party.
Communications via email or otherwise electronically are, unless proven otherwise, deemed to have been received on the day of dispatch.
Terms and conditions used by the Other Party only apply if it has been expressly and in writing agreed that those terms and conditions, excluding these terms and conditions, will apply to the agreement between parties. A simple reference by the Other Party to its own terms and conditions or a standard clause on letterhead or in the Other Party’s own terms and conditions regarding the exclusivity of this own operation does not lead to applicability to the agreement.
If regarding certain subjects regulated by these terms and conditions, deviating arrangements have been agreed, these terms and conditions remain in force for the rest of that agreement. Agreed deviations apply, unless otherwise agreed, only to one agreement.
If a provision of these terms and conditions is at any time wholly or partially (declared) void, the remaining provisions remain fully applicable. Parties will then consult to agree on new provisions to replace the (declared) void ones, taking into account as much as possible the purpose and intent of the original provision.
Offers and quotes from IBEO are always non-binding. The subscriptions mentioned on the website only come into effect after IBEO has assessed the application form and is prepared to enter into an agreement containing a subscription with the Other Party based on that. IBEO cannot be held to its offers if the Other Party can reasonably understand that the offer, or a part thereof, contains an obvious mistake or error.
If the acceptance deviates (whether or not on minor points) from the offer included in the offer or quote, then IBEO is not bound by it, unless it expressly accepts this in writing (including email).
The agreement between IBEO and the Other Party comprises, unless otherwise stated, a subscription for performing bookkeeping and/or administrative work as described on the website.
The subscription fee is calculated per year and depends on the business size of the Other Party.
Based on the subscription, the Other Party is entitled to the services referred to in paragraph 1, as well as to unlimited asking of questions to IBEO via email about said work and submitting documents to IBEO for assessment via email.
If the execution of the agreement is delayed or interrupted while this is not attributable to IBEO, the costs incurred as well as the fee to be charged up to that moment will be reimbursed by the Other Party to IBEO, without right of set-off or suspension.
The Other Party is only entitled to cancel an agreement in writing with reasons before execution has begun, if the damage arising for IBEO (including reserved labor capacity and preparatory work) is compensated. Cancellation of the agreement only binds IBEO after its written acceptance.
All stated prices are exclusive of any costs to be made in the context of the agreement, including travel and accommodation costs and sales tax (VAT) and other government-imposed levies, unless otherwise agreed. If no fixed fee has been agreed, the fee will be determined based on the hours actually spent.
The price that IBEO has stated for the work to be performed by it (hereinafter referred to as: “performance”) applies only to the performance according to the agreed specifications. IBEO is entitled to increase the agreed price if after concluding the agreement there are unforeseen additional work or cost increases that must be made in connection with the execution of the agreement or as a result of laws or regulations.
Every agreement between IBEO and the other party is entered into for an indefinite period, unless the (nature of the) agreement indicates otherwise.
The agreement can only be terminated during the first year at the end of the first year. After the first year, the agreement can be terminated with observance of a period of one month, against the first day of the following calendar month.
If a party is liquidated, has applied for or received suspension of payments, has been declared bankrupt or has applied for bankruptcy, or if the Natural Persons Debt Restructuring Act has been declared applicable to a party, the other party has the right to terminate the agreement immediately, subject to rights.
If the Other Party does not strictly fulfill any obligation or has provided incorrect information or has withheld information, IBEO is entitled to suspend the fulfillment of all obligations towards the Other Party or to dissolve the agreement wholly or partially, without requiring prior notice of default and/or judicial intervention, while retaining the right for IBEO to claim damages. Everything that the Other Party owes to IBEO at that moment becomes immediately payable.
IBEO is authorized to suspend the fulfillment of its obligations or to dissolve the agreement, if:
The Other Party does not, not completely or not timely fulfill the (payment) obligations from the agreement;
after concluding the agreement, circumstances become apparent which give good reason to fear that the Other Party will not fulfill the obligations (correctly);
if the Other Party does not provide the security required when concluding the agreement (correctly);
if due to delay by the Other Party it can no longer be required of it that it will fulfill the agreement under the originally agreed conditions.
IBEO is authorized to suspend the delivery of documents or other items to the Other Party or third parties, until all due claims have been fully satisfied.
If the agreement is dissolved, IBEO’s claims become immediately payable.
The Other Party is obliged to provide full cooperation and to provide IBEO with all necessary information in a timely manner.
The execution of the work takes place within the usual planned or agreed time. A stated or agreed execution period is indicative and is not a fatal deadline. IBEO is, even with a possibly agreed ultimate deadline, only in default after the other party has put it in default and must then first be given the opportunity to restore or improve its performance. If an advisory question is submitted to IBEO by the Other Party via the website or via email, IBEO will contact the Other Party within one working day.
If during the execution of an agreement it appears that due to circumstances unknown to IBEO or due to force majeure, the agreement is not executable, IBEO has the right to modify the agreement in such a way that its execution becomes possible. The costs incurred more or less as a result of such a change will be settled between parties.
IBEO is entitled to have the agreement or parts thereof executed by third parties and acts, unless otherwise agreed, as authorized representative of the other party or principal. IBEO is authorized to accept any liability limitations of third parties on behalf of the other party. If the assignment is expanded (during or after the execution of the agreed work), these terms and conditions also apply to it in full.
IBEO is obliged to maintain confidentiality towards third parties who are not involved in the execution of the agreement. This confidentiality does not apply insofar as legal or professional rules, including but not limited to the reporting obligation arising from the Money Laundering and Terrorist Financing Prevention Act and other national or international regulations with similar intent, impose an information obligation on IBEO, or insofar as the Other Party has released IBEO from the confidentiality obligation. This provision does not prevent confidential collegial consultation within IBEO’s organization or with third parties cooperating with it, insofar as this is necessary for careful execution of the agreement or for careful fulfillment of legal or professional obligations.
IBEO is entitled to use the numerical results obtained after processing, provided that those results cannot be traced back to individual Other Parties, for statistical or comparative purposes.
The Other Party is obliged to investigate with due haste after the performance of the work whether IBEO has properly fulfilled the agreement. Objections must be made in writing with such specification that IBEO can act adequately based on it, within 14 days after completion of the work, failing which the fulfillment of the agreement between parties is considered proper.
IBEO is always entitled to provide a new proper performance in place of an earlier improper performance, unless the default is not repairable.
The subscription fee is due for each month in advance, to be paid within 14 days after invoice date, without any right to discount, set-off or suspension. In case of late payment, the Other Party is immediately in default by operation of law without notice of default being required, and the Other Party cannot claim the work agreed under the subscription.
In case of late payment, the other party owes interest compensation of 1% per month or part of a month, or if the legal (commercial) interest is higher, compensation to that amount, as well as full compensation of extrajudicial and judicial collection costs, including costs for lawyers, bailiffs and collection agencies, which are set at least 15% of the principal amount increased with the interest calculated thereon, with a minimum of € 250.
A complaint regarding the executed work or deliveries does not suspend the Other Party’s payment obligation.
The Other Party bears the risk of misunderstandings regarding the content and execution of the agreement if these have their cause in specifications or other information not, not correctly, not timely or incompletely received by IBEO.
If IBEO does not, not timely or not properly fulfill the agreement as a result of a cause based on law or external, non-attributable cause, including illness or computer failure, the obligation to fulfill is suspended until the time that fulfillment is possible, without there being default. The Other Party cannot then claim damages.
IBEO will notify the other party of force majeure as soon as possible. The Other Party then has the right to terminate the agreement in writing with observance of a period of one (1) month, without right to damages, whereby the work performed by IBEO up to that time must be compensated.
IBEO will make every effort to carry out the assigned work to the best of its knowledge and ability. IBEO is not liable if damage arises due to incorrect or incomplete information from the Other Party or if the purpose or deadline intended by the Other Party is not achieved, unless there is intent or conscious recklessness. IBEO is always entitled to supplement, restore or re-perform its work if necessary.
IBEO’s liability under the agreement with the Other Party is limited to such an amount as is reasonable and fair in relation to the agreed price, given the extent of the damage, but is always limited to the amount owed by the Other Party for the subscription for each year (or if applicable: to the shorter agreed subscription period), or to the amount that IBEO receives from its insurance company, if the latter amount is lower.
IBEO is not liable for (indirect) (consequential) damage of any kind, including damage because or after the other party has performed or had performed by a third party follow-up work using (the results of) IBEO’s work, or has disclosed (the results of) the work. The Other Party indemnifies IBEO against all possible claims from third parties.
IBEO is not liable for damage, delayed delivery or loss of documents during transport or shipment by post, regardless of whether transport or shipment is carried out by or on behalf of the Other Party.
IBEO reserves all rights regarding intellectual products that it has used or produced in relation to the work, insofar as rights can legally exist or be established thereon.
The other party is not permitted to reproduce, disclose, exploit or hand over to third parties (tools of) those products, including but not limited to working methods, text material and advice, other than in the usual exercise of the other party’s business and after full payment to IBEO.
IBEO is permitted to use text and/or image information regarding a project in which it is (has been) involved in any way, for promotional purposes.
A dispute exists as soon as a party declares that a dispute exists, is governed by Dutch law and submitted to the Amsterdam District Court.
The limitation period of all claims and defenses regarding the execution of the agreement is, in deviation from the legal period, one (1) year, calculated from the day of completion of the work.
IBEO protects personal data, which will be used, stored and/or processed by equipment and people for the benefit of the agreement only if permission has been given by the contractor/other party. The personal data, only with (explicit) consent of the contractor/other party insofar as he/she is entitled to do so, are included in IBEO’s system for the purposes of the agreement and are only accessible to IBEO. This personal data is not provided to third parties for purposes other than determined by agreement except in cases under the law. IBEO keeps an overview of all personal data that it processes on assignment. The contractor/other party has the right to have personal data deleted by IBEO if it is no longer needed. If the contractor/other party wants to view, modify or delete his data, he can contact IBEO. IBEO must respond to a request for access within four weeks.
IBEO and contractor/other party agree that IBEO is indemnified from all liability regarding violation of privacy. If there is a data breach, this will be reported by IBEO to the contractor/other party as soon as possible. IBEO has taken both technical and organizational measures to secure personal data. These measures do not apply to third-party applications to handle personal data in a reliable or secure manner. Email messages sent to IBEO can be intercepted, misused or modified by third parties. IBEO accepts no liability for this.