Terms and conditions

1. Applicability

These terms and conditions apply to every offer, engagement and agreement between Klaren Subsidieadvies B.V. (“KSA”) and a commercial client. Deviations apply only when agreed in writing. Conditions of the client are expressly rejected.

2. Offer and conclusion

An offer or first project assessment is without obligation, unless stated otherwise in writing. An engagement is concluded as soon as the client accepts the quotation or engagement confirmation in writing, or as soon as KSA starts the work with the client’s consent. The agreed engagement determines the scope, schedule and fee.

3. Performance and best-efforts obligation

KSA performs the engagement carefully and according to professional judgment. Advice, application guidance and support are best-efforts obligations. Decisions on the WBSO, Innovation box, corrections, fiscal processing and other schemes are taken by RVO, the Dutch Tax and Customs Administration or another competent authority. KSA therefore does not guarantee a grant, fiscal benefit or outcome.

Deadlines and schedules are indicative, unless expressly agreed in writing as fatal. KSA may have the work supported by carefully selected third parties, with KSA remaining the point of contact.

4. Obligations of the client

• provide complete, correct and up-to-date information and documents in good time;
• check the technical and administrative assumptions substantively;
• arrange the necessary access, authorisations and decisions in good time;
• inform KSA directly about changes that are relevant to the application, records or assessment;
• comply with statutory record-keeping and retention obligations; guidance by KSA does not take over this own responsibility.

KSA may suspend performance when necessary information, cooperation or payment is lacking. Consequences of incorrect, incomplete or late information provided are at the client’s expense and risk.

5. Fees, invoicing and payment

The fee consists of the fixed part, result-dependent part or a combination thereof described in the quotation or engagement confirmation. Amounts are exclusive of VAT and any externally agreed costs agreed in advance. The moment at which a result component becomes due is stated in the individual quotation or engagement confirmation.

Invoices must be paid within the period stated on the invoice. In case of late payment, KSA may, after a reasonable reminder, suspend the work and charge statutory commercial interest and reasonable collection costs.

6. Changes, cancellation and termination

Additional or changed work is carried out only after alignment on consequences for schedule and fee. Both parties may terminate an engagement in writing. In that case the client pays the work already performed, obligations entered into and the part of the fee due according to the engagement confirmation. Provisions that by their nature continue, including confidentiality, payment and liability, remain in force.

7. Confidentiality and personal data

The parties treat confidential company, technical and financial information as secret and use it only for the engagement, unless disclosure is legally required or necessary for performance with an engaged third party. Personal data are processed in accordance with the privacy statement.

8. Intellectual property and use

Models, formats, methods, texts and other materials of KSA remain the property of KSA or its licensors, unless agreed otherwise in writing. After full payment, the client may use the documents delivered specifically for it internally for the agreed purpose. Provision to the advisors involved and competent authorities is permitted insofar as necessary for the engagement.

9. Liability

To the extent legally permitted, KSA is liable only for direct damage that is the direct consequence of an attributable failure. The total liability is limited to the fee paid for the engagement in question, unless the professional liability insurance pays out a higher amount in the specific case; in that case the paid-out amount plus the applicable deductible applies.

KSA is not liable for indirect damage, consequential damage, missed savings, loss of profit, business interruption or damage caused by decisions of RVO, the Dutch Tax and Customs Administration or other authorities. Limitations do not apply in case of intent or deliberate recklessness of KSA’s management and not insofar as exclusion is not legally permitted.

10. Force majeure

In case of force majeure, obligations are suspended for as long as performance is reasonably impossible. Force majeure includes, among other things, serious disruptions in government systems, hosting or communication services, cyber incidents, illness, government measures and other circumstances beyond the reasonable control of the party involved. The parties consult on a workable continuation or termination.

11. Complaints

Report a complaint as soon as possible and sufficiently concrete via info@klarensubsidieadvies.nl so that KSA can investigate the complaint and, where possible, remedy it. A complaint does not automatically suspend the payment obligation.

12. Law and disputes

Dutch law applies to the agreement. The parties first try to resolve a dispute through consultation. If that does not succeed, the dispute is submitted to the competent Dutch court according to the law.

13. Final provisions

If a provision proves invalid or unenforceable, the remaining provisions remain in force. The parties replace the provision concerned with a valid provision that approximates its purpose and tenor as closely as possible. The version made available at the conclusion of the engagement applies to that engagement, unless agreed otherwise in writing.