GENERAL TERMS AND CONDITIONS
AZAROVA CONSULTING

Introduction

1. Azarova Consulting, with offices at Cornelis de Wittlaan 39 A, 2582 AB, The Hague, The Netherlands, is registered at the Dutch Chamber of Commerce under number 68010141 (“Azarova Consulting”). Azarova Consulting’s website is https://www.azarova-partners.com/ (the “Website”).
2. The provisions in these General Terms & Conditions (“the GTC”) apply to any legal relationship between Azarova Consulting and the Client, and to all services offered on the Website.

Article 1: Formation of the agreement

1. When Client hires Azarova Consulting to perform services, such agreement (“the Agreement”) is established by accepting a proposal accompanied by these GTC.
2. All offers by Azarova Consulting are considered non-binding and may be revoked even after acceptance, unless explicitly stated to the contrary. If this revocation does not take place within 7 days after acceptance the Agreement has been concluded.
3. The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication, whether in writing or orally.
4. The Agreement is entered into for an indefinite period of time, unless specified otherwise.
5. In accordance with the Money Laundering and Terrorist Financing Act (in Dutch: “WWFT”), Azarova Consulting must identify a potential Client prior to entering into the Agreement.

Article 2: Cooperation by the Client

1. Client must ensure that all data, documents and further information (“the Information”) in relation to the Agreement are provided to Azarova Consulting correctly, timely and in the form desired by Azarova Consulting even if the Information originates through or from third parties. In the interest of data protection, all Information is exchanged between Azarova Consulting and Client via Azarova Consulting Cloud solution.
2. Client must inform Azarova Consulting immediately of material changes in relation to the Information, especially when such changes can be expected to impact the execution of the Agreement. 
3. The Agreement is concluded based on the Information provided by the Client at that time. If the Information turns out to be erroneous, Client will cooperate in negotiating a material change to the Agreement which may include additional fees and costs charged. Azarova Consulting reserves the right to suspend her work under the Agreement until such change has been agreed upon.
4. Any extra costs resulting from the delay in the performance of the Agreement, arising from the non-availability, late or improper provision of the Information by or on behalf of the Client, will be borne by the Client. This expressly includes penalties from the Dutch Tax Authorities.
5. The Client indemnifies Azarova Consulting from any liability arising from non-compliance to Article 2 section 1.Deadlines
6. If Client hires Azarova Consulting to perform wage tax reports (“loonaangiftes”), the following applies. Within 10 days after the end of a reporting month, Client should provide all Information relating to that month (variable hours, if applicable). For example: for the month of January 2020, all Information must be provided by February 10th, 2020 at the latest.
7. If Client hires Azarova Consulting to perform VAT tax declarations (“btw aangiftes”), the following applies. Within 10 days after the end of every month, Client should upload all Information relating to every month of that quarter (sales and expenses invoices, receipts, bank statements etc.). For example: for the first quarter of 2020, all Information must be uploaded by February 10th, March 10th and April 10th, 2020 at the latest.
8. If Client hires Azarova Consulting to perform individual income tax declaration (“inkomstenbelasting aangiftes”), the following applies. Within 2 weeks Client should upload all Information relating to that year (salary slips etc.). Within 2 weeks after providing all the documents Azarova Consulting insures that declaration would be submitted.

Article 3: Performance

1. Azarova Consulting will perform the Agreement to the best of her knowledge and ability in accordance with the requirements of good workmanship based on a “best efforts obligation”, unless specifically stated otherwise.
2. Azarova Consulting may only charge costs for work agreed in the Agreement. Any additional costs may only be charged upon the prior written approval by Client for that work.
3. Azarova Consulting shall exercise due care when engaging third parties in the performance of the Agreement. Azarova Consulting cannot be held liable for any damage resulting from a third party’s failure to perform its obligations properly. Any instruction to Azarova Consulting includes the authorization of Azarova Consulting to agree to terms and conditions, including any limitation of liability, of any third party, on behalf of the Client.

Article 4: Fees and Payment

1. All rates offered by Azarova Consulting are excluding VAT.
2. Azarova Consulting will invoice the Client in accordance with the Fee Proposal. Client must perform payment of each invoice without deduction, discount or set-off, within 5 business days. Objections to the amount of the submitted invoices do not suspend the Client’s payment obligation.
3. If Client is in default of payment, Azarova Consulting is entitled to start legal proceedings to collect payment. All costs of collection, both judicial and extrajudicial, will be borne by the Client. Client will owe Azarova Consulting extrajudicial costs in accordance with the “Law on the standardization of compensation for costs to obtain payment outside the court” (in Dutch: “Wet Incassokosten” or “WIK”).
4. If Client’s financial position or payment behavior gives cause to do so, Azarova Consulting is entitled to require the Client to immediately provide (additional) security or to make an advance payment. Failure to do so entitles Azarova Consulting to, without prejudice to her other rights, immediately suspend further execution of the Agreement.
5. In the event that the Agreement has several Clients, all Clients are jointly and severally liable for the payment of the full invoice amount.

Article 5: Termination

1. Client or Azarova Consulting may terminate the Agreement at any time with due observance of a notice period of one calendar month. Termination notices may be performed via email. Termination does not annul either party’s obligation to perform up until the date of termination.
2. The Agreement may be terminated by either party without observing a notice period if the other party has filed for bankruptcy, an administrator (“curator”) or liquidator (“vereffenaar”) has been appointed, or ceases its activities for any other reason or if the other party considers the occurrence of one of the above circumstances in one party reasonably plausible or if a situation arises that justifies immediate termination in the interest of the canceling party.
3. Upon termination of the Agreement, each of the parties must immediately hand over to that other party all goods, items and documents in its possession that belong to the other party.

Article 6: Confidentiality

1. Unless any statutory provision, regulation or other (professional) rule requires otherwise, Azarova Consulting is obliged to observe secrecy towards third parties with regard to confidential information obtained from Client. Third parties necessary for the execution of the Agreement (for example: the Dutch Tax Authorities) are not covered by this obligation.

Article 7: Liability

1. Any and all liability of Azarova Consulting for damages in connection with the performance of an Agreement shall be limited to the amount paid out in that specific case under Azarova Consulting’s professional liability insurance, to be increased by the amount of the applicable deductible (“eigen risico”) which must be borne by Azarova Consulting pursuant to the applicable insurance policy.
2. If no amount is paid out under an insurance, any and all liability of Azarova Consulting shall be limited to the fees that the client has paid to Azarova Consulting for the work in relation to which the damages have occurred. In case of monthly subscription, this amount shall be established as: 1 month payment.  
3. Azarova Consulting shall at no time be liable for any indirect or consequential damages resulting from the performance of an Agreement, including consequential damage, loss of profit, lost savings, damage due to business interruption, costs arising from an order for legal costs, interest or delay damage.
4. The limitation of liability laid down in this article is also stipulated for the benefit of third parties engaged by Azarova Consulting for the fulfillment of the Agreement.

Article 8: Complaints

1. Complaints with regard to the work performed or the amount of an invoice must be submitted to info@azarovaonsulting.com within 30 days after the date of dispatch of the documents or information about which the Client complains.
2. Complaints do not suspend any payment obligations.
3. Azarova Consulting will assess each complaint individually. In the event of a justified and timely complaint, in the opinion of Azarova Consulting, Client will be offered a suiting remedy.

Article 9: General provisions

1. Client is not permitted to transfer (any obligation under) the Agreement to third parties, unless Azarova Consulting explicitly agrees to this.
2. Should one or more provisions of the Agreement or these GTC be declared null and void, this does not affect the validity of the other provisions in the Agreement or these GTC.
3. In the event of a contract takeover, the Client indemnifies the User against all claims from third parties that may arise as a result of a failure or incorrect fulfillment of any obligation by the Client under the Agreement and / or the General Terms and Conditions, unless any mandatory (inter) national law or regulations does not allow such a provision.
4. Any general terms and conditions of the Client are explicitly rejected.

Article 10: Applicable law and forum

1. Dutch law applies to the legal relationship between Azarova Consulting and the client.
2. Any dispute between the client and Azarova Consulting shall be resolved exclusively by the competent court in The Hague, the Netherlands.

The Hague, May 2022