General Terms and Conditions CITA Aruba V.B.A.

General provisions

  1. Compliance, Integrity, & Trust Advisors (CITA) Aruba V.B.A. (“Vennootschap met Beperkte Aansprakelijkheid”), doing business under the name CITA Aruba, is a private limited liability company formed in accordance with Aruban law, with registered office in Aruba and registered at the Commercial Register of the Aruba Chamber of Commerce under number H-57517.0.
  2. CITA Aruba is the party that accepts the engagement or assignment.
  3. A client is defined as the party that orders the engagement or assignment.
  4. General Terms and Conditions (further referred to as GTCs) are the stipulations included in this document. These GTCs are filed with the Chamber of Commerce and Industry of Aruba as well as with the Register of the Court in First Instance of Aruba.
  5. An engagement or assignment is the written and signed engagement agreement and/or signed engagement confirmation and/or signed engagement offer between the client and CITA Aruba. By signing the agreement and/or confirmation and/or offer, the client agrees to the GTCs included in this document which form an integral part or attachment to the signed engagement agreement and/or signed engagement confirmation and/or signed engagement offer.
  6. Services include the services and work mentioned in the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer.
  7. Documentation includes all information, documents, and other written or oral information provided by the client in the form of hard copy, soft copy, or verbally during meetings with CITA Aruba. Limitations with respect to documentation: it is the client's responsibility to provide CITA Aruba with authentic, truthful, valid, complete, and original documents or copies thereof, as well as to inform CITA Aruba of any change in circumstances, for CITA Aruba to perform the engagement or assignment to its best efforts. The quality of CITA Aruba’s deliverables depends on the accuracy and completeness of the information provided by the client. CITA Aruba assumes no responsibility for investigating the correctness and/or validity of documentation provided by the client in respect of the agreed engagement or assignment.

Applicability

  1. These GTCs are applicable to all legal relationships between the parties, unless expressly determined otherwise by CITA Aruba in writing.
  2. The GTCs also apply to any additional engagement, assignment, or services provided by CITA Aruba, even if no reference is made to their applicability in the case of such a further engagement, assignment, or service.
  3. CITA Aruba reserves the right to involve third parties in the execution of an assignment or service (e.g., in view of organizing trainings). CITA Aruba is not liable for the performance of a third party, or any damages caused by the third party.
  4. The applicability of the client’s GTCs is hereby expressly excluded, unless agreed upon otherwise and in writing by the client and CITA Aruba. In case of a conflict between the contents or interpretations of the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer, and those included in CITA Aruba’s GTCs, the contents of these GTCs shall prevail. 

Scope of services

  1. The client determines the scope of the assignment or engagement. CITA Aruba retains the right to determine how the engagement is conducted and is not required to perform any action or other behavior that would conflict with applicable laws and regulations.
  2. The engagement becomes effective when the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer has been received from the client by CITA Aruba or alternatively at the moment that CITA Aruba has started the performance of activities for the client at the (oral) request of the client, confirmed by e-mail communication, prior to the receipt of the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer.
  3. CITA Aruba's advice, recommendations, and opinions are given based on its best understanding, interpretation, and judgment of the relevant regulatory framework, laws, and regulations. However, differing interpretations may occasionally arise. Furthermore, changes to the applicable laws and regulations may affect the advice, recommendations, and opinions provided by CITA Aruba at a particular time. CITA Aruba is not required to update its advice, recommendations, and opinions following legislative changes that occur after the initial draft report for an engagement or assignment is issued. If the client wishes to amend previously issued reports, it will result in an additional engagement or assignment.
  4. CITA Aruba confirms that it will use its best efforts to respond to client’s requests as laid down in the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer.
  5. The client is aware and agrees that CITA Aruba’s services may include advice, recommendations, and opinions; however, all decisions regarding the implementation of such advice, recommendations, and opinions are the sole responsibility of the client. CITA Aruba has no obligation to verify and/or confirm at a later moment in time that the client has implemented its advice, recommendations, and opinions unless the latter forms an integral part of the previously signed engagement or assignment letter or of an engagement or assignment letter signed at a later date.
  6. CITA Aruba performs the engagement or assignment solely for the benefit of the client. As such, third parties cannot derive any rights from the engagement or assignment or from the work performed by CITA Aruba in concluding the engagement or assignment.
  7. In the event of a third-party claim related to services provided under the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer attached to these GTCs, the client agrees to indemnify CITA Aruba against all such claims, liabilities, costs, and expenses, except when such claims result from intentional or deliberate misconduct by CITA Aruba.

Confidentiality

  1. CITA Aruba and the client agree that all information shared between them in relation to the engagement or assignment will be kept confidential. CITA Aruba is committed to maintain the highest confidentiality of any sensitive information related to the client and the engagement. This information will only be used for the specific purposes of the engagement or assignment and will not be disclosed by either party or their representatives without prior written consent from the other party. In no case this information will be disclosed and/or shared by the Client or CITA Aruba with third parties.
  2. The confidentiality obligations of both parties do not apply to information that: (i) is or becomes publicly known through no fault of either CITA Aruba or the client, (ii) was already known or in CITA Aruba's possession before accepting the engagement or assignment, (iii) was lawfully obtained from a third party or independently developed by CITA Aruba without violating the terms of the engagement, or (iv) is mutually agreed upon by CITA Aruba and the client for disclosure. In these instances, CITA Aruba cannot be held liable for negligence or actions related to confidential information.
  3. The provisions of the confidentially clauses included in the section “Confidentiality” of these GTCs shall not in any way prevent CITA Aruba or its client from disclosing information: (i) in response to a lawful subpoena or court order requiring certain disclosure of information, (ii) upon the request of a supervisory authority in connection with its supervising or monitoring activities, or (iii) in connection with any litigation involving any of the parties. In the case of the latter, parties will see to it that their (legal) advisors are familiar with the confidentiality of disclosed information and will require the same from them. 

Fees and invoicing

  1. CITA Aruba is entitled to a remuneration determined on the basis of the time spent and its applicable hourly rate, plus an amount for office and, if appliable, other expenses, and turnover taxes. The aforementioned is agreed upon by both parties in the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer. The remuneration does not depend on the outcome of the awarded engagement or assignment, or other work performed.
  2. CITA Aruba uses a time registration system which provides the possibility to provide the client with a detailed overview of the time spent supporting the remuneration invoiced to the client. Time is charged per unit of 15 minutes.
  3. Intake meetings or conversations will not be charged by CITA Aruba to the client.
  4. CITA Aruba is entitled to issue partial invoices at regular intervals (e.g., bi-monthly) to the client for services agreed upon in the engagement or assignment. In addition, it may be agreed upon that services for a fix remuneration are paid partially (e.g., in accordance with a percentage of completion method).
  5. Unless a fixed fee has been agreed upon, CITA Aruba estimates the hours required for a specific engagement or assignment based on its best effort and the information provided by the client at the time of acceptance. If significant changes to these estimates arise due to unforeseen circumstances, CITA Aruba will promptly inform the client.
  6. CITA Aruba reserves the right to amend its hourly rate for different engagements or assignments with the same client. The aforementioned may be applied based upon the type of engagement, and the technicality, difficulty or expertise required in performing a specific engagement or assignment.
  7. Invoices from CITA Aruba must be paid in full, within the agreed-upon payment terms, but in any case, not later than thirty (30) calendar days from the invoice date. No deductions, discounts, or offsets are allowed.
  8. If the client does not raise reasonable objections about the invoice with fourteen (14) calendar days after the date of the invoice, the client is deemed to have accepted the invoice and the payment thereof.
  9. Objections to any amounts charged shall not suspend the client’s obligation to pay CITA Aruba.
  10. Payment must take place in Aruban Florin (AWG or AFL) or in US dollar (USD), through remittance to the business bank account of CITA Aruba. CITA Aruba only accepts payments through bank transfers and, as such, does not accept payments in any other form, among which, cash, cheques, or multipurpose prepaid money cards.
  11. Office expenses in the amount of 5% of the fee to be paid for the services delivered are added to the invoice.
  12. Taxes (such as BBO/BAVP/BAZV) are added to the invoice based upon the fee to be paid for the services delivered. The applied rates are determined by the Law.
  13. In the case of payments from outside of Aruba or payments in USD, the client shall bear all costs of such a(n) (international) transfer.
  14. In case the client does not pay within the stipulated payment term, then client shall, without any further notice of default and without prejudice to the other rights of CITA Aruba, be liable to pay a compound interest of 2.00% per month from the date the invoice is due until the date of full payment. In addition, all judicial/legal/attorney’s fees and extrajudicial (debt collection) costs within reason incurred by CITA Aruba as a result of the non-compliance by client with its payment obligations, shall be borne by the client.

Electronic signatures and electronic communication

  1. CITA Aruba accepts the use of electronic signatures by its clients for signing the written engagement agreements and/or engagement confirmations and/or engagement offers; and grants the same legal status to electronic signatures as to handwritten signatures.
  2. The client is responsible for the proper use of its electronic signatures in accordance with its internal policies and procedures, as well as the validity and protection of electronic signatures within its own organization.
  3. CITA Aruba and the client can communicate via electronic means. The exchange of documentation or information via electronic means may be subject to certain risks such as, the use of incorrect e-mail addresses, lost or delayed e-mails, hacked IT systems, or intentionally modified or incomplete documents or e-mails.
  4. The client understands and agrees that CITA Aruba cannot be held responsible or liable for events described under paragraph 38 of these GTCs. 

Intellectual property

  1. CITA Aruba’s name and logo are registered at the “Bureau Intellectuele Eigendom” in Aruba.
  2. CITA Aruba owns all the rights to intellectual property or human intellect with respect to documents produced by CITA Aruba in connection with the engagement or assignment.
  3. The client is not allowed to share, publish, or use (parts) of drafted documents by CITA Aruba for re-production without the prior written consent of CITA Aruba. This includes any of the advice, recommendations, opinions, reports, contracts, agreements, confirmations, offers (including templates) produced by CITA Aruba. The produced documents by CITA Aruba are for the exclusive use by the client, unless otherwise in writing agreed upon.
  4. Without prejudice to the aforementioned, the client may use the documents of human intellect produced by CITA Aruba for the purpose for which the client has received the product.

Term and termination

  1. The engagement or assignment terminates when the services have been finalized by CITA Aruba and delivered to the client.
  2. Each party can, at any time, end the engagement or assignment by a written notification to the other party, including a valid reason thereto.
  3. A valid reason for termination by CITA Aruba may be (i) the non-compliance of a client’s obligation to (timely) cooperate and provide CITA Aruba with authentic, true, valid, and original documents or copies thereof, as well as inform CITA Aruba of any change in circumstances or withhold any key information or documentation to CITA Aruba which may substantially affect the engagement or the assignment, (ii) the client’s material breach of any stipulations included in these GTCs, (iii) the client’s failure to timely pay fees and costs to CITA Aruba, (iv) the unfolding of a financial, relational, professional, ideological, time-based, or organizational conflict of interest or the appearance thereof, (v) the emergence of a situation impacting the independence of CITA Aruba, and (vi) any fact or circumstance that comes to CITA Aruba’s attention that represents unlawful and/or unethical acts, including acts related to any form of illegal activity, the use of criminal proceeds or terrorist/proliferation financing, or related predicated (money laundering) offenses.
  4. Additionally, either party may terminate the engagement or assignment in writing with immediate effect if the other party: (i) has requested a suspension of payment ("surséance") or bankruptcy ("faillissement"), (ii) has been declared bankrupt, (iii) is in default ("verzuim"), (iv) loses control over a significant portion of its assets, or (v) becomes the subject of a criminal investigation.
  5. CITA Aruba reserves the right to terminate the engagement or assignment immediately through written notice to the client if it determines that circumstances have changed to the extent that continuing the engagement or assignment would be wholly or partially illegal, unlawful, or in violation of professional standards, independence requirements, or applicable laws and regulations (e.g., following notification from a supervisory authority).
  6. In case of termination of the engagement or assignment, the client shall pay a compensation for any work performed by CITA Aruba which was executed in view of the signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer, as well as any costs incurred up to and including the date of termination.

Force majeure

  1. In case of circumstances or causes emerge beyond the reasonable control of CITA Aruba or its client, neither CITA Aruba or its client shall be held liable for delays in performing the engagement or any other delay related to stipulations included in these GTCs, such as the timely delivery of documentation or the timely payment of invoices.
  2. Examples of force majeure situations include but are not limited to: (i) natural events such as hurricanes, floods, or other severe weather conditions, (ii) technical events such as power outage, communication failure, and equipment and software failure, (iii) malicious events such as cyber-attacks, substantial internal fraud and abuse, assaults and public riots, (iv) a pandemic, and (v) substantial fire disrupting business operations.
  3. In the case of a force majeure situation, the contractual obligations of CITA Aruba and its client will be suspended until the situation has been addressed or remediated.
  4. A force majeure situation does not automatically imply the termination of the written and signed engagement agreement and/or signed engagement confirmation and/or signed engagement offer between the client and CITA Aruba.  

Limitation on damages, liabilities and warranties

  1. CITA Aruba will perform the engagement or assignment in good faith, with due care, the “prudent man” principle, and using its best efforts.
  2. Limitations with respect to documentation: it is the client's responsibility to provide CITA Aruba with authentic, truthful, valid, complete, and original documents or copies thereof, as well as to inform CITA Aruba of any change in circumstances, for CITA Aruba to perform the engagement or assignment to its best efforts. The quality of CITA Aruba’s deliverables depends on the accuracy and completeness of the information provided by the client. CITA Aruba assumes no responsibility for investigating the correctness and/or validity of documentation provided by the client in respect of the agreed engagement or assignment.
  3. In the event that the client is of the opinion that, due to a severe attributable defect in the performance of CITA Aruba under the agreed scope of services, it incurred damage, the client shall prove with underlying and supporting evidence both the defect, the attributability to CITA Aruba and quantify the direct damage it may have suffered. Direct damage is to be understood as damage to assets, property or persons.
  4. Direct damage for which CITA Aruba can be held liable can never exceed the amount of fees paid for the respective engagement or assignment under the written and signed engagement agreement and/or signed engagement confirmation and/or signed engagement offer between the client and CITA Aruba.
  5. CITA Aruba can never be held responsible or liable for indirect damages. Indirect damage is to be understood as damage to the continuity of the client’s business operations, consequential losses, loss of profit, losses due to fines and/or other administrative sanctions, and reputational damage.
  6. CITA Aruba can never be held liable for defects in the performance of third parties that have been engaged by CITA Aruba.

Claims by third parties

  1. CITA Aruba performs the engagement or assignment in accordance with the scope of services as agreed with its client. As such, a third party cannot derive any rights from the documents produced by CITA Aruba or the contents of the work performed by CITA Aruba.
  2. By signing these GTCs, the client indemnifies CITA Aruba for any third-party claims. 

Applicable law and regulations

  1. The signed engagement or assignment agreement, and/or signed engagement or assignment confirmation, and/or signed engagement or assignment offer, are governed by the Laws of Aruba.
  2. Any dispute or claim between CITA Aruba and the client shall be first discussed and negotiated. If case of no avail, such disputes and claims will be exclusively handled by the Court in First Instance of Aruba.
  3. Considering the nature of its services, CITA Aruba is not obliged to comply with the AML/CFT regulations in Aruba. Without prejudice to the aforementioned, CITA Aruba will perform a basic due diligence on a new prospect before accepting and engaging a client. For recurring clients, a high-level review of previously obtained data will form part of the new engagement or assignment.
  4. CITA Aruba’s official GTCs as included in this document (“these GTCs”) are solely in English and laid down at the Chamber of Commerce and Industry of Aruba as well as with the Register of the Court in First Instance of Aruba. Translations in any another language are considered unofficial and unbinding.