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GENERAL TERMS AND CONDITIONS AMERICANS OVERSEAS B.V.
These are the General Terms and Conditions of the private limited liability company Americans Overseas B.V., (hereinafter: “AOS”), having its legal seat and holding its offices in (1082 MD) Amsterdam, the Netherlands, at Claude Debussylaan 42, 19th floor, Chamber of Commerce number 62897950, which are applicable to all services that AOS offers, among others on its website www.americansoverseas.org.
For questions about the General Terms and Conditions or the giving of notifications further to the General Terms and Conditions you can turn to:
Article 1 Definitions
The definitions written with capitals have in the framework of these General Terms and Conditions the following meaning:
1. The Visitor
The interested natural and/or legal person located, whether or not, outside the United States of America that i) visits the Platform and therewith makes use of the Platform, and/or ii) completes the intake form on the Platform and requests AOS for a Recommendation.
All services on the Platform to be executed by AOS for the benefit of The Visitor, including the making of Recommendations and all services deriving therefrom.
3. Service provider
A professional fiscal service provider, being a fiscal law firm, fiscal advisory firm and/or accounting firm that appears on the Shortlist of AOS and that AOS recommends to The Visitor.
All Information of The Visitor presently known and/or future known or to be acquired, including but not limited to, all (confidential) data that The Visitor fills in on the intake form on the Platform and The Visitor in whichever manner communicates to AOS.
The Service provider and/or Service providers recommended upon request of The Visitor by AOS, wherever in the world that can advise The Visitor further about the fiscal regime in the United States of America and the fiscal consequences thereof for The Visitor, after The Visitor has completed the intake form on the Platform and has provided Information to AOS.
The internet site www.americansoverseas.org and all affiliate websites that are linked to this website.
The list of professional fiscal Service providers that AOS keeps and it wishes to recommend to Visitors.
The present General Terms and Conditions.
Article 2 Applicability General Terms and Conditions
1. These GTC are applicable to each use of the Services of AOS by:
a. The Visitor that is informed by the visiting of the Platform about the possibility of being subject to taxation in the United States of America and the consequences thereof;
b. The Visitor that requests for a Recommendation to AOS and/or obtains a Recommendation from AOS.
2. By making use of the Services and/or the Platform The Visitor declares to be familiar with and to agree with the content of these GTC and other terms and conditions stated on the Platform, including the Privacy Statement and the Cookie Statement.
3. If The Visitor does not wish to agree with the GTC, then The Visitor must not use the Platform.
4. The applicability of possible (general) terms and conditions of The Visitor is explicitly excluded.
5. Before AOS makes a Recommendation, these GTC shall be made available to along electronic means to The Visitor. This takes place in such a manner that the GTC by The Visitor can be stored and be accessible for him/her for the benefit of taking knowledge later. If this is reasonably not possible, it shall be made known where the GTC can be taken knowledge along electronic means as well as that they will be sent upon request along electronic means or in another manner free of charge.
6. Changes of and additions to on any stipulation in these GTC are only valid if and insofar these have been recorded by AOS and/or have been accepted explicitly in writing by AOS. AOS has at all times the right to unilaterally change these GTC, to add to it and/or to use new GTC. AOS shall notify The Visitor of such change(s), addition(s) or new GTC 10 working days in advance.
7. If one (or more) stipulation(s) from these GTC prove(s) to be invalid, is invalidated or otherwise loses its validity, then the remaining stipulations of these GTC will remain in force without restriction, insofar such is in accordance with the tenor of these GTC.
Article 3 The Recommendation
1. AOS is an independent provider of Services. AOS warrant to remain operating independently towards Visitors and the Service providers, notwithstanding the stipulations in section 2.
2. AOS asks no money from The Visitor for the Services. AOS is being paid by the Service providers, in whose collective commission AOS offers its Services. AOS receives a fee on the basis of the Recommendation and on the basis of the agreements that the Service providers on the basis of the Recommendations shall conclude with The Visitor.
3. For the benefit of the Recommendation AOS shall compose and keep up-to-date a Shortlist. AOS shall identify several professional fiscal Service providers on the Shortlist, whereby these professional fiscal Service providers all warrant to comply with and to continue to comply with the objective criteria set by AOS in advance. Without this warranty AOS shall not place the Service provider on the Shortlist and without this warranty shall AOS not include the Service provider in its Recommendation.
4. The Service provider can derive no right whatsoever to placement on the Shortlist and/or participation in the Platform and/or derive any right to acquiring Recommendations.
5. By means of the completion and sending of the intake form on the Platform The Visitor requests to AOS for a non-binding Recommendation. AOS shall on the basis of the completed intake form make a non-binding estimate which professional fiscal Service providers are who are suitable for and can be recommended to Visitors and issue to the best of honor and conscience will make a Recommendation.
6. AOS strives to make the Recommendation within 5 working days after receipt of the Information on the intake form of the Platform. The Recommendation shall at all times take place on the basis of a best effort and always in the light of the independent position of AOS and above all in the interest of The Visitor.
7. With the Recommendation AOS shall in no instance provide by itself financial and/or fiscal advisory to The Visitor, or express itself about the financial and/or fiscal position of The Visitor.
8. As soon as AOS has made a Recommendation, AOS shall notify the Service provider thereof in writing, whereby the Service provider will be provided by AOS with all necessary and relevant Information, including Information that is provided via the intake form on the Platform by The Visitor to AOS.
9. The initiative to making contact between the Service provider and The Visitor is solely with these parties and not with AOS. Solely insofar The Visitor states such explicitly, it shall further contact The Visitor and/or the Service provider to see whether AOS can further mediate in the conclusion of the contact between these parties and/or whether The Visitor requires a new Recommendation.
10.The Recommendation is made explicitly, without that AOS warrants the quality of the services of the Service provider(s).
11.AOS strives to observe all reasonable care in the offering of the Platform. The Platform and all Information on the Platform is offered explicitly ‘as-is’, in the state in which the Platform is, including all defects in whichever form.
12.Each agreement between the Service provider and The Visitor is solely concluded between these two parties and further also solely for the risk of these parties; without that AOS in any manner forms part of the legal relation between these two parties.
13.Notwithstanding the stipulations in section 12, insofar an agreement is concluded between a Visitor and a Service provider as a consequence of the Recommendation, the general terms and conditions of the Service provider apply by law on the relation between The Visitor and AOS, on the basis of which solely AOS can make a claim.
Article 4 Obligations The Visitor
1. AOS shall upon the explicit request of The Visitor make a Recommendation for one or several Service providers, only after The Visitor has fully completed the intake form on the Platform and has provided Information to AOS.
2. The Visitor is obliged to make all Information which AOS in its discretion requires for the correct execution of the Recommendation available in the desired form, in the desired manner and timely to AOS.
3. The Visitor warrants the correctness, completeness and reliability of the Information provided by him/her.
Article 5 Protection personal data and privacy
1. AOS shall process personal data in accordance with the Dutch Law Wet bescherming persoonsgegevens, in accordance with the Privacy Statement published on the Platform. The Visitor declares to have read the Privacy Statement and agrees therewith. Part of the Privacy Statement is in any instance the permission that The Visitor gives to AOS to provide personal data to Service providers, for the advising and mediation in the conclusion of an agreement between The Visitor and a Service provider.
2. The Visitor explicitly agrees that for the benefit of the Recommendation, AOS may provide to the Service provider all Information in whichever form.
3. AOS shall treat Information confidential and only share it with Service providers insofar this is necessary for the making of a Recommendation.
4. AOS warrants The Visitor that AOS has agreed with the Service provider confidentiality in connection with the Information.
5. Solely insofar The Visitor states such explicitly prior to the release of the Information and arranges such with AOS, shall the Information that The Visitor wishes to provide to AOS go via a party that can make a claim to a lawful right of exemption. In all other instances The Visitor must assure himself that AOS upon instruction of justice authorities may be forced to release Information to these authorities. AOS shall do this under no conditions, unless it is obliged thereto on the basis of the law.
6. The Visitor explicitly agrees that insofar (s)he concludes an agreement with a Service provider, the Service provider may report to AOS that the Service provider has concluded with The Visitor an agreement and/or how much turnover the Service provider invoices to The Visitor for the provision of his services to The Visitor.
7. Upon the first request but explicitly in writing of The Visitor AOS shall remove and keep removed Information within 5 working days, and in whichever way strive for the removal and keeping removed of the Information within 5 working days after the conclusion of an agreement between The Visitor and the Service provider as a consequence of the Recommendation.
Article 6 Websites and content of third parties
The Platform can contain links to other independent websites of third parties (‘linked websites’). These linked websites serve solely for the convenience of Visitors. AOS exercises no influence over these linked websites, AOS is not responsible for the content of these linked websites, including Information and materials on these linked websites. AOS is not responsible for this and cannot be held liable for this.
Article 7 Liability and safeguards
1. AOS is, except for mandatory lawful stipulations, solely liable for damage of The Visitor, insofar this shows from this article.
2. AOS cannot be held responsible or liable for the content, (in)correctness or (un)reliability of the Information or declarations on the Platform.
3. AOS does not warrant the services of the Service provider. The Visitor warrants and agrees that if The Visitor has a claim that derives from a Recommendation and/or derives from an agreement that The Visitor has concluded with the Service provider, for each form of damage of The Visitor, The Visitor solely holds liable the Service provider and each claim of damage in that respect shall solely be pursued against the concerned Service provider.
4. AOS is, no matter how, never liable for damage of The Visitor that emerges because The Visitor has provided to AOS incorrect or incomplete Information.
5. For the not correct and/or complete transmission of Information in the exchange between The Visitor and AOS, or between AOS and Service provider, insofar connected with the relation between The Visitor and AOS, AOS is not liable, unless and insofar there might be an instance of willful intent gross fault by AOS.
6. AOS is never liable for any damage (including – but not limited to – direct and/or indirect property damage, another detriment that does not consist of property damage, consequential damage, enterprise damage and/or future damage) that is the consequence of the not, not timely or not proper performance by AOS with regard to the Recommendation and/or the provision of Services.
7. Notwithstanding the stipulations in section 6 and solely insofar AOS mandatorily can be held liable after all by The Visitor, AOS is solely liable towards The Visitor for the direct damage that is the immediate consequence of a (related series of) imputable shortcoming(s) in the execution of the Recommendation and/or its Services.
8. Insofar AOS has a (professional) liability insurance that provides cover for damage in connection with the Services, the liability shall no matter what also be limited to the amount that according to the liability insurer of AOS for the concerned case actually will be paid out, increased with the own risk possibly to be borne by AOS on the basis of the insurance.
9. If, for whichever reason, the liability insurer of AOS does not proceed to pay-out and AOS mandatorily by law can be held liable for whichever damage, the damage at all times is limited to the amount that AOS has received from the Service provider or would have received as a fee for or further to the Recommendation concerning The Visitor.
10.If the agreement between The Visitor and Service provider has a tenor of more than one year, the amount referred to in section 9 will be set at one time the amount of the fee that in the twelve months prior to the emergence of the damage has been brought into account to the Service provider by AOS.
11.Notwithstanding the previous in no instance shall the total compensation of the damage on the basis of this section of this article be higher than € 1,000 (written: one thousand Euro), per imputable shortcoming and/or illegal act.
12.A related series of imputable shortcomings will be regarded as one imputable shortcoming.
13.Notwithstanding the previous applies as condition for the successful instigation by The Visitor of a damage claim against AOS that the damage in writing and provided with reasons must have been reported to AOS no later than within 12 months after the damage causing fact has occurred. After that the right is forfeited by law.
14.Insofar AOS compensates any damage in the light of this article shall, insofar relevant, therewith also at the same time be complied with its obligation to undo in case of a possible dissolution of the agreement between AOS and The Visitor, insofar present.
15.Insofar AOS for its Services is dependent on the cooperation and services of professional Service providers, on which AOS can exercise little or no influence, then AOS can be held in no manner whatsoever liable for whichever damage, deriving from these relations with AOS or the discontinuation thereof.
16.The Visitor safeguards AOS from each form of liability for all damage, none excluded including all its in-court and out-of-court costs and lawyer costs in connection with each claim of third parties that relates with the Services provided to The Visitor, such as but not limited to claims of the Service provider(s) and/or claims of the (fiscal authorities in the) United States of America towards AOS.
Article 8 Complaints
1. Insofar as The Visitor has a complaint about (Information on) the Platform or about AOS then The Visitor has the possibility to submit this complaint with motivation by e-mail to: [email protected]
2. AOS strives to respond to complaints within 5 working days.
3. Insofar as The Visitor has a complaint about a Service provider, then The Visitor must make this complaint in the first instance known to the management of the Service provider and insofar the complaint is not resolved to satisfaction, then The Visitor must turn to the professional or disciplinary organization of which the Service provider forms part.
Article 9 Other stipulations
1. Solely the Laws of the Netherlands are applicable to all legal relations between AOS and The Visitor.
2. Unless on the basis of the law another court is mandatorily competent, then all disputes that might arise between AOS and The Visitor on the basis of or in relation with an agreement falling under these GTC, shall in the first instance be resolved by the competent court in the court district of Amsterdam, the Netherlands.
3. In case of contradiction between the present text in the language of the Netherlands of these GTC and a translation thereof, solely the Netherlands’ text shall apply.
General Terms and Conditions Americans Overseas B.V last updatted., 19 juli 2015