General Terms and Conditions
The following General Terms and Conditions (hereinafter referred to as “General Terms and Conditions”) apply to all WTS Global Member Firms that have signed up to it in respect of all Global Engagements.
1. Definitions
1.1. For the purposes of these General Terms and Conditions, the following terms shall have the following meanings:
1.2. “Special Terms and Conditions” means variations or additions to these General Terms and Conditions as required by law or regulation in a particular jurisdiction and approved in accordance with clause 29;
1.3. “Client” means any legal entity or individual seeking professional services from the Leading Firm pursuant to the relevant Statement of Work (“SOW”) and is the beneficiary of the said professional service;
1.4. “Discloser” means the party who is releasing the Confidential information.
1.5. “Effective Date” means the date a WTS Global Member Firm agrees to and appends their signature in this General Terms and Conditions for it to become binding;
1.6. “End-Client” means all individuals or entities that are the ultimate beneficiaries of the services that Participating Firm provides to the Leading Firm pursuant to the relevant SOW;
1.7. “Engagement” means the engagement for the provision of tax services by a Leading Firm to its client;
1.8. “Global Engagement” means an engagement between a Leading Firm and Participating Firm under which a Leading Firm:
1.8.1. subcontracts performance of some or all of the work in connection with an Engagement to the Participating Firm;
1.8.2. contracts with one or more Participating Firms for the provision of tax services by the Participating Firm to the Leading Firm to assist the Leading Firm in delivering some or all of the work in connection with the Engagement;
1.9. “Global Quality, Process and Risk Management Handbook” means WTS Global’s Quality, Process and Risk Management Handbook as amended from time to time;
1.10. “Leading Firm” means the WTS Global Member Firm which is party to an engagement contract with a client for the delivery of tax services and is responsible to the client for delivery of those services;
1.11. “Participating Firm” means the WTS Global Member Firm which provides services or personnel to a Leading Firm;
1.12. “Recipient(s)” means the Party receiving the Confidential Information;
1.13. “Restricted Services” means any services which are the same or similar to the Services performed by the Participating Firm under the relevant SOW;
1.14. “Third Party Engagement” means an engagement between a Participating Firm and a Third Party Firm under which the Third Party Firm is subcontracted by the Participating Firm to provide services in connection with a Global Engagement for provision of tax services; and
1.15. “Third Party Firm” means a professional service firm which enters into a Third Party Engagement with a WTS Global Member Firm (this could be either a Leading Firm or a Participating Firm).
1.16. “WTS Global” WTS Global means WTS Global, an association (vereniging) and incorporated under the laws of the Netherlands.
1.17. “WTS Global Member Firm” means any member firm of WTS Global, which is duly authorized to use the WTS name, trade and/or service marks and has agreed to this General Terms and Conditions by way of appending their signature in the signature block at the end of the terms and conditions.
2. General Terms and Conditions
2.1.1. The General Terms and Conditions apply to all Global Engagements and Third Party Engagements. In the case of Global Engagements, the General Terms and Conditions govern the relationship between Leading Firms and Participating Firms (which shall be referred to, individually as “Party” and together as the “Parties”) and, in the case of Third Party Engagements, govern the relationship between Participating Firms and Third Party Firms.
2.1.2. Where a Leading Firm seeks to subcontract all of the work in connection with a Global Engagement for the provision of tax services to one or more Participating Firms, the General Terms and Conditions, apply, but the Leading Firm and Participating Firm may agree in writing to vary some or all of the General Terms and Conditions.
3. Duties and Obligations of the Parties and the Scope of Services
3.1. Under this General Terms and Conditions, Participating Firm shall perform such tax compliance and tax advisory services for the Leading Firm as set forth in the Statement of Work ("SOW") for the provision of tax services, in the form of the template attached hereto as Annex A ("Services").
3.2. In respect of the Services, this General Terms and Conditions and the relevant SOW will apply. Where there is a conflict between this General Terms and Conditions and the relevant SOW, the terms of the relevant SOW will prevail.
3.3. The Participating Firm shall ensure that all Services will be performed in accordance with this General Terms and Conditions, the relevant SOW and any other reasonable instructions given by the Leading Firm to the Participating Firm from time to time. The Participating Firm warrants to the Leading Firm that the Services and the work product will be created and supplied using all reasonable skill and care in accordance with those commercial standards expected in the industry in which it operates and shall be compliant with all applicable laws, regulations and guidelines which apply to the Participating Firm’s business and its performance of the Services.
3.4. The Leading Firm shall, at the Leading Firm’s own expense, provide the Participating Firm with all documents or other materials and data or other information as is reasonably necessary for the completion of the Services, in sufficient time to enable the Participating Firm to provide the Services in accordance with any timetable or other target for progress or completion set out in the relevant SOW or agreed in writing between the Parties. The Participating Firm may rely on the information provided by the Leading Firm.
4. Term
This General Terms and Conditions shall commence on the Effective Date and shall continue indefinitely until it is terminated pursuant to Clause 12 of this General Terms and Conditions.
5. Verbal Advice
In connection with the Services, Participating Firm only accepts responsibility for information and advice provided in writing.
6. Subcontracting
6.1. The Participating Firm may not subcontract the Services to any Third Party Firm (excluding its group companies) without obtaining the prior written consent of the Leading Firm (such consent not to be unreasonably withheld or delayed).
6.2. In the event that Leading Firm does consent to the use by Participating Firm of another Third Party Firm to perform part of the Services, the Participating Firm shall not be relieved of any of its liabilities or obligations under this General Terms and Conditions or the relevant SOW by entering into any subcontract and the Participating Firm accepts liability for the acts and omissions of any Third Party Firm or any member of staff (either of the Participating Firm or any Third Party Firm ) engaged in providing the Services in full as if they were the acts or omissions of the Participating Firm.
6.3. The Participating Firm shall ensure that such Third Party Firm is engaged under a contract that contains substantially the same terms as those contained herein.
7. Independent Contractor Status
7.1. In the performance of Participating Firm’s obligations hereunder, it is understood that Participating Firm shall be at all times acting and performing independently of the Leading Firm’s control as to the manner and methods of providing the Services.
7.2. In the performance of Participating Firm’s obligations hereunder, Participating Firm shall not be considered an employee, agent, or associate of the Leading Firm for any purpose.
7.3. It is understood that the Leading Firm does not by reason of this General Terms and Conditions or any SOW agree to use Participating Firm exclusively or at all. It is likewise understood that Participating Firm is free to contract for similar services with other persons or companies while under contract with the Leading Firm.
7.4. Participating Firm shall not, in connection with any Services provided for, to, or on behalf of the Leading Firm represent to any person or entity that Participating Firm is associated with the Leading Firm in any capacity other than that of an independent contractor and nothing herein shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the Parties for any purpose.
7.5. Under this General Terms and Conditions, Participating Firm acknowledges that Participating Firm is not entitled to coverage under any employer’s liability insurance coverage or workers’ compensation insurance maintained by the Leading Firm. Participating Firm agrees to maintain adequate insurance in respect of its potential liability under this General Terms and Conditions and to provide Participating Firm’s own employer’s liability and/or workers’ compensation insurance, if such coverage is required by law. Participating Firm agrees to supply Leading Firm with proof of such insurance on written request.
7.6. For the purposes of Clause 7.5 above, the amount of the insurance cover shall be mutually agreed upon by the Parties in the SOW.
8. Fees and Reimbursement
8.1. Consideration (including fees and disbursements) payable to Participating Firm for Services provided by Participating Firm on behalf of the Leading Firm shall be payable as set forth in the relevant SOW.
8.2. Where fees are being charged on an hourly rate basis, the Participating Firm shall ensure that its invoices are accompanied by timesheets evidencing the number of hours worked and the Services performed by the Participating Firm during the relevant invoice period.
8.3. Where approved in the relevant SOW, disbursements will include reasonable and customary out-of-pocket expenses such as certain telephone, overnight mail, messenger, travel, meals, accommodations and any other expenses specifically and necessarily incurred in connection with the relevant SOW.
8.4. Disbursements shall be billed at cost and Leading Firm shall only be required to reimburse such disbursements upon provision by Participating Firm of satisfactory documentary evidence of such disbursements incurred.
8.5. The Leading Firm agrees that any fees estimate set forth in the relevant SOW is based on the Participating Firm’s estimate of the time and resources required to be spent in performance of the Services and Leading Firm agrees that if the scope of work or the resources required to deliver the Services turns out to be greater than anticipated, this may result in additional fees and expenses for which invoices shall be raised. The Participating Firm shall use all reasonable endeavours to agree upon any such additional charges and expenses with the Leading Firm prior to these being incurred.
8.6. The Leading Firm shall pay all fees and expenses to Participating Firm in accordance with the invoicing and payment provisions set forth in the relevant SOW. For this purpose, Participating Firm shall keep detailed records indicating the time spent by Participating Firm on Services rendered to each client of the Leading Firm and shall allocate all such fees among all clients of the Leading Firm for which Participating Firm performs Services.
8.7. Participating Firm expressly agrees that the fees received by Participating Firm pursuant to this General Terms and Conditions and the relevant SOW shall satisfy and discharge in full all claims upon the Leading Firm for compensation in respect of the relevant Services.
9.1.1. Recipient acknowledges that in the course of Recipient’s engagement by the Discloser, Recipient will become acquainted with confidential information belonging to the Discloser. This information relates (without limitation) to Discloser’s business, including to persons, firms, corporations, or other entities that are or will become clients or customers of the Discloser. Recipient shall not, during or after the term of Recipient’s engagement, disclose, other than to those of its affiliates, directors, professional advisors, consultants, employees, partners, officers or managers and legal advisors involved in the discussions concerning this General Terms and Conditions, the relevant SOW and the provision of Services, said confidential information, or any part thereof, to any person, firm, corporation, association, limited liability company, partnership, joint venture, or other juridical entity, for any reason or purpose whatsoever, without the prior written consent of the Discloser, save that the Recipient may make such disclosures without the Discloser's written consent where legally required to by a relevant regulatory body, court or other supervisory authority. In so doing, and where legally permissible, Recipient will provide prompt written notice to the Discloser prior to making such disclosures.
9.1.2. Recipient shall ensure that disclosure to its personnel is on a strict need to know basis and all such personnel who may receive access to the confidential information are prior to disclosure, made aware of and agree to comply with the confidentiality and non-use obligations contained herein.
9.1.3. At any time upon request and upon the termination of this General Terms and Conditions, for any reason, Recipient agrees that it will destroy and erase (to the extent technically practicable) and not retain, without the Discloser’s prior express written consent, any figures, calculations, computer disks or other computer information, letters, papers, documents, or copies thereof that constitute or contain any confidential information of Discloser, or any other confidential information of any type or description as to the Discloser, its affairs or its clients, provided, however, that Recipient shall be entitled to retain one copy of such confidential information for the sole purpose of complying with applicable law, professional standards, or established documentation retention policies. Recipient acknowledges that such copies shall be kept confidential subject to this General Terms and Conditions.
9.1.4. For purposes of this General Terms and Conditions, “confidential information” shall include all information relating to the Discloser, the Discloser’s affairs, and the Discloser’s clients or customers except for any information that is:
(i) ascertainable from public or published information or other publicly available sources (provided such information has not been made public by an act or omission of Recipient),
(ii) acquired from a third party who, to the Recipient’s reasonable knowledge and belief, owes no obligation of confidence to Discloser in respect of that information, or
(iii) that are substantially developed or obtained independently of any access to Discloser’s confidential information. Notwithstanding the previous provisions, Recipient shall be permitted to disclose the confidential information where this is required to be disclosed by any governmental or regulatory agencies or authorities, or by law, regulation or court order, provided that (to the extent legally permissible) the Discloser is notified in advance of such requirement.
9.2. Use of Confidential Information
9.2.1. Recipient agrees that, under this General Terms and Conditions and thereafter, except in connection with the performance of Services, Recipient will not utilize, directly or indirectly, for Recipient’s own benefit, or for the benefit of any other person or persons, any confidential information of the Discloser, including any and all information relating to the Discloser’s business and clients, without the prior written consent of the Discloser.
9.3. Non-Solicitation
9.3.1. Neither Party shall, under this General Terms and Conditions and for a period of one (1) year from the date of termination of this General Terms and Conditions, directly or indirectly, on its own behalf or in the service or on behalf of others, hire, solicit, take away, or attempt to hire, solicit, or take away any employee, or other personnel of the other Party with whom the relevant Party has had dealings with in connection with this General Terms and Conditions during the 12 months immediately preceding the approach.
9.3.2. A Party shall not be in breach of this clause, where that Party seeks to engage an individual who has responded to a generic advertisement where that individual has not been directly or indirectly encouraged or invited to respond to such advertisement by the relevant Party.
9.4. Non-Competition
9.4.1. Participating Firm agrees that during the term of the relevant SOW and for a period of one (1) year following the expiry or earlier termination of that SOW, Participating Firm shall not, without Leading Firm’s prior written consent which shall not be unreasonably withheld, directly enter into any agreement with an End-Client for the purpose of Participating Firm providing Restricted Services to that End-Client independently of Leading Firm. Both Parties further agree that the non-competition and non-solicitation provision of this General Terms and Conditions are necessary to protect each Parties legitimate business interests, including, without limitation, the confidential business or professional information and trade secrets of the Party, the relationships between the Party and its clients, vendors, and subcontractors.
9.5. Scope and Duration
Participating Firm acknowledges the extreme importance being placed on the scope and duration of the covenants set forth in the preceding sub-clauses and fully agrees to these restrictions. Participating Firm further agrees that in the event of a breach of any of the terms of this clause, the Leading Firm shall be entitled to seek an order in any suit brought for that purpose to enjoin Participating Firm from further violating any of the provisions of this clause. Pending the hearing and decision of the application for such an order, the Leading Firm shall be entitled to seek a temporary restraining order or injunctive relief without prejudice to any other legal or equitable remedy available to the Leading Firm.
9.6. Remedies Not Limited
9.6.1. Nothing in this Clause 9 shall be construed as prohibiting the Leading Firm from pursuing any other remedies available to it for such breach or threatened breach, including damages, costs, and reasonable attorneys’ fees from Participating Firm.
10.1. Except as may be otherwise stated in the relevant SOW, the Participating Firm shall retain ownership in all copyright and other intellectual property rights in everything developed, designed or created by Participating Firm before or during the course of the Services including systems, methodologies, software, know-how and working papers and Participating Firm shall also retain ownership in all copyright and other intellectual property rights in all reports, written advice or other materials provided by Participating Firm to Leading Firm in the course of providing the Services.
10.2. Notwithstanding the foregoing, Participating Firm hereby grants Leading Firm a non-exclusive, royalty-free, worldwide, revocable and limited license to use all information, documents, reports, work product and other materials provided by Participating Firm to Leading Firm in connection with the Services, including the right to sub-license the same to Leading Firm’s relevant End-Client(s), for the sole purpose for which they were created pursuant to the relevant SOW and this General Terms and Conditions.
10.3. The Participating Firm hereby agrees that:
(i) there are no potential, threatened or actual claims by its employees, partners or any third parties in respect of the intellectual property rights in the Services; and
(ii) it has all necessary rights and powers to grant the rights and licenses granted under this General Terms and Conditions.
11. Liability; Indemnification
1.1. Nothing in this General Terms and Conditions or any SOW shall limit or exclude either Party’s liability to the other for death or personal injury caused by the negligence of that Party, or for any fraud or fraudulent misrepresentation, or for any other matter which cannot be excluded or limited in accordance with the applicable law. All other limitations of liability between the Parties shall be set forth in the relevant SOW.
11.2. Neither Party will be liable to the other Party for any loss of profits, loss of business, loss of revenue, depletion of goodwill or reputation, loss of anticipated savings, loss of competitive advantage, loss of opportunity, failure to realize anticipated profits, savings or other benefits or any other special, indirect, punitive, consequential or exemplary losses, costs or damages of any kind.
11.3. Subject to clause 11.3(i)a., the Participating Firm shall indemnify and hold harmless the Leading Firm from and against all direct losses, liabilities, damages, costs and expenses (including reasonable legal fees) suffered or incurred by the Leading Firm as a result of or in connection with:
(i) any actual or alleged intellectual property infringement claim brought by a third party (including the End-Client) arising out of the Participating Firm’s supply of the Services and the provision of the work product;
a. Prior to exercising its indemnity in clause 11.3, the Leading Firm shall first give the Participating firm the opportunity to resolve the issue by: (i) obtaining for it the appropriate licences or other intellectual property rights or (ii) re-submitting the deliverables without the offending intellectual property
(ii) any breach by Participating Firm of its confidentiality obligations set forth in this General Terms and Conditions and the relevant SOW; or/and
(iii) any breach by Participating Firm of any applicable law or regulations.
12.1. Either party may terminate this General Terms and Conditions as a whole, or any SOW upon thirty (30) days written notice to the other Party.
12.2. Without affecting any other right or remedy available to it, either Party may terminate this General Terms and Conditions or any SOW with immediate effect by giving written notice to the other Party if:
(i) the other Party commits any material breach of its obligations under this General Terms and Conditions or the relevant SOW which is irremediable or, if capable of remedy, fails to remedy such breach within 30 days after being given written notice to do so; or
(ii) the other Party makes an arrangement with or assignment in favour of its creditors or goes into liquidation (other than voluntary liquidation for the purposes of amalgamation or reconstruction) or has a receiver or administrator appointed over its property or assets or any part thereof or any event analogous to any of the foregoing occurs in relation to the other Party in any jurisdiction; or
(iii) in the case where the Leading Firm is the terminating party: the Leading Firm’s End-Client(s) informs the Leading Firm that the Services being performed by the Participating Firm are no longer required, or the Leading Firm’s own appointment with the End-Client(s) is terminated.
12.3. The termination of this General Terms and Conditions or any SOW will be without prejudice to any rights or obligations that have accrued to either Party prior to termination. Termination of this General Terms and Conditions as a whole, or any SOW under this General Terms and Conditions shall not affect the continuation of any other SOW then in force under this General Terms and Conditions and such SOW shall continue until completion of the Services prescribed in that SOW unless that SOW is terminated earlier in accordance with this General Terms and Conditions. This General Terms and Conditions shall continue to apply to any SOW which continues in effect. Those provisions of this General Terms and Conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
13. Compliance with Laws
13.1. The Participating Firm undertakes and warrants that neither it nor any member of its officers, affiliates, employees, directors or representatives have offered, given or agreed to give, nor shall offer or give or agree to give to any person, company or firm any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do anything in breach of applicable anti-bribery and anti-corruption legislation in relation to the obtaining of this General Terms and Conditions or the relevant SOW, or the performance of its obligations under this General Terms and Conditions and the relevant SOW.
13.2. The Participating Firm warrants that it has in place, and undertakes that it will comply with, policies and procedures to avoid the risk of bribery and fraud within its organisation and in connection with its dealings with third parties.
13.3. In performing its obligations under this General Terms and Conditions and the relevant SOW, the Participating Firm shall:
(i) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in;
(ii) have and maintain throughout the term of this General Terms and Conditions its own policies and procedures to ensure its compliance (and will enforce them where appropriate);
(iii) include in its contracts with subcontractors and suppliers involved in the provision of Services, anti-slavery and human trafficking provisions; and
(iv) promptly report to the Leading Firm any actual or suspected slavery or human trafficking in a supply chain connected to this General Terms and Conditions and the relevant SOW.
Where the Parties are processing personal data in connection with this General Terms and Conditions and the relevant SOW, the Parties shall comply with all the applicable data protection regulations.
15. Disclosures
15.1. Leading Firm may disclose any written advice and other documents prepared by the Participating Firm in connection with the Services to the relevant End-Client.
15.2. Leading Firm may not disclose any written advice and other documents prepared by the Participating Firm in connection with the Services to third parties without the prior written consent of the Participating Firm. The Leading Firm may disclose any written advice or other documents prepared by the Participating Firm to any competent authority for the purpose of compliance with mandatory legal or administrative obligations.
15.3. In case of violation of the above disclosure, Leading Firm is obliged to indemnify Participating Firm as well as its executives, officers and employees from all claims made by third parties, as far as these claims raised against Participating Firm, its directors, officers or employees in total would be subject to the limitation of liability agreed between Leading Firm and Participating Firm in Clause 11.
16. Digital means of communication
16.1. Parties agree that they may use digital means of communication and data storage services, whether or not offered by third parties, for the purpose of communication. Parties cannot be held liable for damage or loss resulting from the use of such services.
16.2. Parties do not assume any liability for any damages that may arise to the other Party or third parties from transmitting information, data and documents by e-mail.
17. Assignment; Benefit.
17.1. Neither Party may assign, transfer or otherwise deal with its rights, liabilities or obligations under this General Terms and Conditions or the relevant SOW to any third party (excluding its group companies) without obtaining the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), and any attempted or purported assignment without such consent shall be void. The Parties agree that this General Terms and Conditions shall inure to the benefit of and be binding upon the parties and their respective personal representatives, heirs, executors, administrators, successors, and assigns.
18. Amendments
This General Terms and Conditions may be amended at any time by mutual agreement of the Leading Firm and Participating Firm; provided, however, that before any amendment shall be valid, it shall be reduced to writing and signed by the authorised representatives of both Parties.
19. Waiver
The delay or failure by either Party to exercise or enforce any of its rights under this General Terms and Conditions and the relevant SOW shall not constitute or be deemed a waiver of that Party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
20. Notices
20.1. All notices or other communication required or permitted under this General Terms and Conditions and the relevant SOW shall be in writing and shall be deemed to have been duly given if delivered personally or sent by any national or internationally recognized courier, or registered certified mail, return receipt requested, postage prepaid.
20.2. All notices required shall be delivered to the respective Parties address as set forth in the SOW, or such other address as the Parties may specify from time to time. Notices delivered personally or by a national or international recognized courier shall be effective upon delivery. Notices properly addressed and delivered by registered or certified mail, return receipt requested, shall be effective upon receipt.
20.3. All notices sent electronically with a certified signature and read receipt requested and confirmed are equivalent to those described in 20.1. and 20.2.
21. Survival
The provisions of this General Terms and Conditions that by their context are intended to continue after termination or expiration of this General Terms and Conditions, including but not limited to Clause 9, 10, 11, 14 and 22, shall survive the termination of this General Terms and Conditions.
22.1. In the event of any problem, disagreement, claim or dispute arising out of or in relation to any of the Parties of this General Terms and Conditions and the relevant SOW, and it cannot be resolved to both Parties’ satisfaction through the contact persons identified in Annex A of this General Terms and Conditions, the problem, disagreement, claim or dispute will, in the first instance, be settled in accordance with the WTS Global Dispute Resolution and Complaints’ Settlement provisions of the Global Quality, Process and Risk Management Handbook.
22.2. If the relevant problem, disagreement, claim or dispute arising out of or in connection with this General Terms and Conditions and the relevant SOW is not resolved in the way prescribed in Clause 22.1 above, its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of the country in which the Participating Firm (that is, the Party that has provided the tax service to the other Party) has its registered office.
(i) Each Party irrevocably agrees that the courts of the country in which the Participating Firm has its registered office have exclusive jurisdiction to settle any such dispute, disagreement or claim.
(ii) In the event the registered office of any Party has changed, the relevant Party shall immediately notify the other Party thereof.
23. Severability
Should an individual clause of this General Terms and Conditions or any SOW be or become partially or entirely legally invalid, the legal validity of the remaining stipulations shall not be affected thereby. In such cases, however, a provision shall be negotiated between Participating Firm and Leading Firm which approximates best the intended economic effect of the invalid provision in a legally admissible way. The same shall apply in case of missing regulations in this General Terms and Conditions or any SOW.
24. Construction
Whenever terms are stated in the masculine or neuter gender, they shall be construed, as appropriate in context, as applying to the masculine gender, feminine gender, or to the neuter gender. Whenever terms are stated in the singular or plural, they shall be construed, as appropriate in context, as the opposite.
25. Clause Headings
The headings of clauses contained in this General Terms and Conditions are provided for convenience only. Such headings form no part of this General Terms and Conditions and shall not affect its construction or interpretation. All references to clauses in this General Terms and Conditions refer to the corresponding clauses of this General Terms and Conditions.
26. Counterparts
This General Terms and Conditions may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this General Terms and Conditions by electronic transmission (including by .pdf, .tif, or similar format) shall be as effective as delivery of a manually signed counterpart of this General Terms and Conditions.
27. Entire Agreement
This General Terms and Conditions constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior or contemporaneous written and oral agreements with respect to the subject matter and there are no covenants, conditions, representations, or agreements, oral or written, of any nature whatsoever, other than those contained herein.
28. No Presumption Against the Drafter
Each of the parties to this General Terms and Conditions participated in the drafting of this General Terms and Conditions, and the interpretation of any ambiguity contained in this General Terms and Conditions will not be affected by the claim that a particular Party drafted any provision hereof.
29. Variations of, and additions to, General Terms and Conditions
29.1. The WTS Global Executive Team (or WTS Global officers, committees, steering groups or individuals authorized to act as its delegate with respect to such approval or amendments) may make changes to these General Terms and Conditions from time to time.
29.2. Special Terms and Conditions may, from time to time, be proposed by a WTS Global Member Firm. Such Special Terms and Conditions shall be considered and, if appropriate, approved by officers, committees, steering groups or individuals authorized to act as the WTS Global Executive Team’s delegate with respect to such changes.
29.3. No WTS Global Member Firm shall be obliged to comply with any changes made under this clause 29 to the extent that such change conflicts with a mandatory provision of applicable law or regulation.
Click here to download the template Statement of Work (SOW) for the Provision of Tax Services
Click here to download the list of our Member Firms that have signed up to this General T&C
Click here to view Special Terms and Conditions
ANNEX A
TEMPLATE STATEMENT OF WORK FOR THE PROVISION OF TAX SERVICES
This Statement of Work (“SOW”) is a schedule to the General Terms and Conditions (“Agreement”) dated [ ] by and between XYZ (“XYZ”) and [ ] (“Company”) and is incorporated into the Agreement by reference herein.
Unless otherwise expressly provided below, the terms and conditions of the Agreement shall apply to this SOW to the exclusion of all other terms and conditions. The applicability of any of Participating Firm's or the Leading Firm's general or other terms and conditions is explicitly excluded.
1. PARTIES AND MAIN CONTACTS
1.1. Name and address of Leading Firm:
1.2. Name and address of Participating Firm:
1.3. Name of Leading Firm’s End-Client(s):
1.4. Name of main contact for the Leading Firm:
1.5. Name of contact for the Participating Firm:
2. TERM AND TERMINATION
This SOW shall commence on [ ] and shall continue until completion of the Services set out in this SOW unless terminated earlier in accordance with the terms of the Agreement.
3. DESCRIPTION OF SERVICES
3.1. The Services to be provided by Participating Firm to Leading Firm pursuant to this SOW will include:
[ ]
3.2. The Services provided under this SOW shall assist the Leading Firm in the delivery of its own services to its End-Client(s), [ ] in connection with [ ].
3.3. [Describe the deliverables to be provided and if the Leading Firm is required by its own client contract to own the intellectual property in the deliverables, this must be included under the clause titled ‘Additional Terms’]
3.3.1. Where the Leading Firm has consented to the use of a Third Party Firm by a Participating Firm to perform part of the Services, such Third Party Firm shall be restricted to the deliverables mentioned in Clause 3.3 above unless otherwise agreed upon with the Leading Firm and the End-Client.
3.4. [The Participating Firm will perform the Services and deliver the deliverables under this SOW in accordance with the following delivery schedule:
(i) Location of Work:
(ii) Expected start date:
(iii) Expected date by which services and delivery are to be provided:
(iv) [ ]
(v) [ ]
4. INSURANCE COVERAGE AND LIMITATION OF LIABILITY
4.1. Subject to Clauses 7.5, 11.1 and 11.2 of the Agreement, each Party’s maximum aggregate liability in contract, tort (including negligence) or otherwise, howsoever arising, under or in connection with the Services shall be limited to the following:
4.1.1. [ ].
4.1.2. [ ].
5. CHARGES
5.1. As consideration for the Services provided, the Participating Firm shall charge the Leading Firm the following fees:
[Insert details of the fixed fees payable in respect of the Services performed, plus VAT and approved expenses] [OR] [The fees will be charged on an hourly rate basis in accordance with the rate card set forth below [insert rate card]. Fees charged on an hourly basis will be based upon the number and seniority of staff required, the degree of skill and responsibility involved, the resources required to complete the Services and the relevant fee rates for the appropriate personnel.]
6. ADDITIONAL TERMS
6.1. [Insert additional terms and conditions or variations to the Agreement where such is required to be passed through to Participating Firm from the Leading Firm’s own contract with its End-Client(s), [if any]
6.2. [FOR EXAMPLE ONLY: If the terms of the Participating Firm’s own contract with its End-Client(s) specifies an alternative intellectual property wording to that contained in Clause 10 such that the End-Client(s) is deemed to have full ownership or needs broader rights of usage, then such terms and conditions must be included here. The wording should begin as follows: “The Parties agree that the following Special Terms of this SOW shall prevail over any conflicting terms set forth in the Agreement with respect to the Services being performed under this SOW. The agreed deviations are as follows:….”]
SIGNATURE BLOCK
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[Company A]
Signature: ……………………………………
Printed Name:
Title:
Date:
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[Company B]
Signature: …………………………
Printed Name:
Title:
Date:
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As of 30 October 2023
