General Terms and Conditions of EU-TAX B.V., registered in the trade register of the Chamber of Commerce under the number 69111960. The General Terms and Conditions have been filed there and can be requested there for inspection.

1. Definitions.

The following definitions in italics shall have the following meanings in the context of these general terms and conditions:
1.1 Professional regulations: the legal provisions to which all accountants or accounting firms are subject;
1.2 Documents: all information or data made available to EU-TAX by the Client; all data produced or collected by EU-TAX in the context of the execution of the Assignment / Agreement; and all other information of any relevance to the execution or completion of the Assignment. The aforementioned information may or may not be stored on tangible or intangible data carriers and may or may not be held by third parties;
1.3 Employee: a natural person employed by or associated with EU-TAX, whether or not under an employment contract;
1.4 Assignment / Agreement: the contract of assignment under which EU-TAX undertakes towards the Client to perform certain Work;
1.5 Principal: the natural person or legal entity that has commissioned EU-TAX to perform Work;
1.6 EU-TAX: EU-TAX BV having its registered office at Kraanspoor 50 in 1033SE Amsterdam. All Assignments are exclusively accepted and performed by EU-TAX, not by or on behalf of an individual Employee, even if the Client has expressly or tacitly granted the Assignment with a view to its performance by a particular Employee or particular Employees. Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code are expressly excluded from application;
1.7 Work: all work and transactions to be performed by EU-TAX on behalf of the Client for which an Assignment has been given and which have been accepted by EU-TAX, as well as all resulting work and transactions for EU-TAX.
1.8 Circumstances attributable to the Client: circumstances as referred to in articles 3.1, 3.2, 9.2 and 9.3 or in case of intent or deliberate recklessness on the part of the Client or when a circumstance reasonably comparable thereto occurs.
1.9 Confidential Information: Confidential Information means any information the context of which indicates that it is confidential or the confidential nature of which should reasonably have appeared given the nature or content of such information.

2. Applicability of these terms and conditions and conclusion of the agreement.

2.1 The general terms and conditions apply to all offers and agreements for the provision of services by EU-TAX and any further agreements or legal acts resulting therefrom, unless otherwise agreed in writing.
2.2 The client accepts the applicability of these terms and conditions by the mere fact of his assignment.
2.3 These general terms and conditions prevail over any general or purchase conditions used by the Customer, unless the latter conditions are supplementary and do not conflict with these general terms and conditions in terms of their wording and scope. All offers and quotations made by EU-TAX, in any form whatsoever, are without obligation, unless expressly stated otherwise.
2.4 Assignment acceptance. Assignment acceptance starts with an integrity assessment of the client, i.e. to what extent does the client meet generally accepted social ethical standards. The next question is whether EU-TAX can carry out the assignment in terms of risk, required expertise, available resources, etc. If the assignment does not fit within EU-TAX’s policy, it may be rejected.
2.5 If an offer is accompanied by budgets, plans, or other documents, these will remain EU-TAX’s property at all times and must be returned upon first request. Without prior written consent, said attachments may not be reproduced, copied or provided to third parties for inspection.
2.6 After an offer, duly signed, has been returned by the customer, the contract is concluded by written confirmation on behalf of EU-TAX or (a start of) execution. Non-acceptance will be notified to the other party as soon as possible but in any case within 10 working days.
2.7 The Customer agrees that EU-TAX may have the agreement performed under its responsibility by natural or legal persons affiliated with it or, if necessary, third parties. The applicability of Section 7:404 of the Dutch Civil Code is excluded.

3. Execution of the agreement.

3.1 The Customer shall be obliged to provide EU-TAX with all documents that EU-TAX, in its opinion, requires to properly perform the awarded assignment, in the desired form, in the desired manner and in a timely manner. EU-TAX shall determine what is to be understood by timely, the desired form and the desired manner.
3.2 The Client warrants the accuracy, completeness and reliability of the documents provided by it, even if they originate from third parties, unless the nature of the assignment dictates otherwise.
3.3 The Client shall indemnify EU-TAX against any loss or damage resulting from incorrect or incomplete documents.
3.4 The Customer shall bear the risk and expense of any additional costs and hours incurred by EU-TAX, as well as any other damage suffered by EU-TAX as a result of the Customer’s failure to provide EU-TAX with documents necessary for the performance of the work, or to do so in time or properly.
3.5 In case of electronic transmission of information – including (but not limited to) tax returns, annual accounts, reports – from (and on behalf of) the Customer by EU-TAX to third parties, the Customer will be regarded as the party signing and sending the relevant information.
EU-TAX does not accept official communication by WhatsApp, Viber, Messenger, Signal, SMS, MMS, social media, chats, etc.
3.6 EU-TAX shall have the right to suspend the execution of the assignment if the client fails to comply or fully comply with the obligations under the contract, including (but not limited to) timely payments, delivery of required documents and information as well as compliance with social rules of conduct.
3.7 EU-TAX will include the client’s returns for: income tax or corporate tax returns and any returns for another type of tax (if applicable) in the deferral scheme for accountants and tax consultants. Inclusion in the deferral scheme is part of EU-TAX’s standard procedure (tax interest may apply – consult www.belastindienst.nl / deferral scheme tax consultants). Possibly EU-TAX ditto will request from the Inland Revenue to register an authorization from the client to retrieve the details of pre-completed returns.

4. Confidentiality, secrecy and diligence.

4.1 The parties are obliged to keep confidential all confidential information they have obtained from any source in the context of the agreement. Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information.

4.2 All documents produced by EU-TAX, such as reports, advice, budgets, etc., are exclusively intended for use by the Principal and may not be reproduced, disclosed or brought to the notice of third parties without EU-TAX’s prior written consent.
4.3 The parties will not mention the existence and/or content of any agreement entered into between them and/or the work carried out in the context of an assignment and/or the results obtained thereof in publications or advertisements without the written consent of the other party.
4.4 In future, the parties shall conduct themselves towards each other in social intercourse in accordance with the standards of care that should be observed between the parties and shall refrain from making negative statements about the other party to third parties.

5. Rates and payment.

5.1 Unless otherwise stated, EU-TAX’s prices are in Euros, based on hourly rates, exclusive of sales and other taxes, duties and other levies imposed by the government and exclusive of telephone and telecommunication charges of international connections.
5.2 If the date of 31 December passes during the term of the agreement, EU-TAX is entitled to adjust its price and rate for the work to be performed in the following year based on the development of the index figure for hourly CLA wages for business services in the previous calendar year, as published by Statistics Netherlands (CBS).
5.3 Work performed may, if the performance of the agreement extends over a period of more than one month, be charged on an interim basis.
5.4 EU-TAX is always entitled to request an advance payment from the Customer. An advance payment received will be offset against the last invoice for the assignment in question. The amounts stated on the invoice must be paid without any discount, deduction or set-off by means of transfer into a bank or giro account indicated by EU-TAX within 14 days after the date of the invoice.
5.5 Any objections to the invoice must be notified in writing to EU-TAX within 14 days after the date of the invoice.
5.6 If the payment term is exceeded, the customer will be in default by operation of law by the mere expiry of this term without any notice of default being required. Once the Customer is in default, EU-TAX will be entitled to charge the standard fee for collection costs. In case of late payment, the entire debt, including the part not due, shall be immediately due and payable.
5.7 In case of late payment, EU-TAX will be entitled to charge interest of 8% per month or the statutory interest rate, whichever is higher, as from the due date.
5.8 In addition to the amount due and interest, EU-TAX is entitled to claim all costs caused by non-payment, which expressly includes judicial and extrajudicial collection costs.
5.9 All payments made by the Customer shall primarily serve to settle any interest and costs and subsequently to settle the oldest outstanding invoices.

6. Changes, more and less work.

6.1 The Customer accepts that if the services and/or work to be provided are extended or changed, the time of completion of the work and the estimated costs may be affected as a result.
6.2 EU-TAX shall inform the customer as soon as possible if circumstances arise that may lead to an adjustment of the assignment and/or the expected deployment and duration.

7. Force majeure.

7.1 For the purposes of this article, force majeure includes, in addition to what is stated by law in this regard: flooding, fire or other destruction in offices, prohibitions or restrictions imposed by the authorities, cancellations by or otherwise non-performance of auxiliary persons engaged and illness of persons designated by EU-TAX to perform the assignment.
7.2 If one of the parties is affected by a force majeure situation, it shall notify the other party thereof as soon as possible. The parties will try to reach a reasonable solution in consultation.
7.3 If, as a result of force majeure, either party suspends its performance for more than three months, the other party will be entitled to dissolve the agreement by registered letter, without judicial intervention.
7.4 If EU-TAX has already partially fulfilled its obligations when force majeure occurs or can still partially fulfil its obligations, it will be entitled to invoice the part performed or to be performed separately and the Customer will be obliged to pay this invoice as if it were a separate agreement.

8. Liability.

8.1 EU-TAX only accepts liability to the extent shown below.
8.2 EU-TAX’s liability shall at all times be limited to a maximum of the net invoice amount of the assignment concerned. If the agreement is mainly a continuing performance agreement with a term of more than six months, the stipulated price shall be set at the total net fees stipulated for six months.
8.3 In case of an unlawful act committed by EU-TAX or its personnel or by third parties it engages, it will only be liable for compensation of damage caused by death or bodily injury up to the amount paid out by its liability insurance.
8.4 EU-TAX shall only be liable for damage due to the exceeding of agreed deadlines if it has been given notice of default in this regard and a reasonable period, in any case the agreed period, within which it can still provide the services.
8.5 EU-TAX shall not be liable for any infringement of intellectual property or other third party rights arising from the use of data provided by the Customer for the performance of the contract. The Customer shall indemnify EU-TAX against any third party claims based thereon.
8.6 EU-TAX shall never be liable for any damage other than direct damage. Indirect loss, consequential loss, loss of profit and loss due to business interruption are expressly excluded.
8.7 The limitation of liability does not apply to intent or gross negligence of EU-TAX and/or its executives. All rights of action and other powers for whatever reason against EU-TAX in connection with assignments accepted and/or work performed by it shall in any case expire one year after the moment the person concerned became aware or could reasonably have become aware of the existence of these rights and powers.
8.8 A connected series of attributable shortcomings shall be considered one (1) attributable shortcoming.
8.9 The Client shall be obliged to take damage limitation measures. EU-TAX has the right to undo or limit the damage by repairing or improving the work performed.
8.10 The Client shall indemnify EU-TAX against third party claims for damages caused by the fact that the Client has not provided EU-TAX with any, incorrect or incomplete documents.
8.11 The Customer shall indemnify EU-TAX against claims by third parties (including employees of EU-TAX and third parties engaged by EU-TAX) who suffer loss or damage in connection with the performance of the assignment, which loss or damage is caused by the Customer’s acts or omissions or by unsafe situations in the Customer’s company or organization.

9. Termination, interim notice and cancellation.

9.1 Apart from what is stipulated elsewhere in the agreement, the parties are entitled to terminate the agreement without any reminder, notice of default or statement of reasons being required (also in view of EU-TAX’s gatekeeper role) if:
9.2 The Customer deviates from socially accepted views of an ethical or socio-economic nature or if EU-TAX is forced to act contrary to applicable laws and regulations (NOCLAR).
9.3 The customer is declared bankrupt; is granted (provisional) suspension of payments; or is liquidated. The client is sentenced by court order to a custodial sentence (whether or not suspended) for a criminal offense.
9.4 In case of interim termination due to circumstances attributable to the client, the service agreement will be terminated with due observance of the notice period.
9.5 If EU-TAX terminates a contract for any of the reasons referred to in this provision, this shall not release the Customer from any financial obligation, including, but not limited to, the remainder of the period for which the contract would have lasted if EU-TAX had not terminated it.
9.6 If EU-TAX proceeds with (premature) termination, the Customer is entitled to EU-TAX’s cooperation in transferring work to third parties, unless there is intent or wilful recklessness on the part of the Customer that forces EU-TAX to proceed with termination. The right to cooperation as laid down in this paragraph is conditional upon the Customer having paid all outstanding advances or invoices.
9.7 Notice of termination must be given by bailiff’s writ or by registered letter.

10. Collection of original documents.

10.1 In connection with the execution of the order, the Customer shall provide EU-TAX with all relevant documents. However, due to the customer’s duty of retention towards the competent authorities, EU-TAX will not take possession of any original documents.
10.2 Preferably, the documents can be delivered electronically (only by email or by accounting app). If the Customer is unable to deliver the required documents electronically, EU-TAX will process the relevant documents electronically on site and return the originals to the Customer. The client undertakes to immediately check that all original documents have been returned, at least before leaving EU-TAX’s office. EU-TAX does not accept official communications by WhatsApp, Viber, Messenger, Signal, SMS, MMS, social media, chats, etc.
10.3 The client remains responsible for archiving the documents for their own records.

11. No cash.

Our policy is not to accept cash from clients. If the customer deposits cash money directly into EU-TAX’s bank account, EU-TAX reserves the right to charge any investigations deemed necessary by EU-TAX regarding the source of the funds as well as the costs of any additional action taken by EU-TAX or costs incurred by EU-TAX to deal with these cash amounts. Also, in such case, EU-TAX is entitled to refuse the deposit as payment and to claim payment of the amount due to EU-TAX by means of a transfer by bank or other giro or payment institution.

12. Disputes and choice of law.

12.1 A dispute shall exist if either party so states.
12.2 Disputes shall be exclusively adjudicated by the District Court of Amsterdam,
to the extent that they fall within the competence of a District Court and the law has not declared another Court competent by mandatory rules of law, unless the parties agree to settle their dispute or have it settled otherwise.
12.3 All disputes will be settled according to Dutch law.

13. Expiry.

Unless otherwise provided for in these General Terms and Conditions, rights of action and other powers of the Customer for whatever reason against EU-TAX in connection with the performance of work by EU-TAX shall lapse in any case after one (1) year from the moment the Customer became aware or could reasonably have become aware of the existence of these rights and powers.

14. Electronic communication and electronic filing of financial statements.

14.1 During the performance of the assignment, the client and EU-TAX may communicate with each other by electronic means and/or use electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that sending correctly addressed e-mails (including e-mails sent via the Internet) regardless of whether they contain confidential information or documents relating to the assignment will be mutually accepted. EU-TAX does not accept official communication by WhatsApp, Viber, Messenger, Signal, SMS, MMS, social media, chats, etc.
14. 2 The Customer and EU-TAX shall not be liable to each other for any damage that may arise to one or each of them as a result of the use of electronic means of communication, networks, applications, electronic storage, or other systems including – but not limited to – damage resulting from non-delivery or delay in delivery of electronic communications, omissions distortion, interception or manipulation of electronic communications by third parties or by software/equipment used to transmit, receive or process electronic communications, transmission of viruses and non or improper functioning of the telecommunications network or other means required for electronic communications, except insofar as the damage is the result of intent or gross negligence. The foregoing also applies to EU-TAX’s use thereof in its contacts with third parties.
14.3 Supplementary to the preceding paragraph, EU-TAX does not accept any liability for any damage caused by or in connection with the electronic transmission of (electronic) financial statements and their digital filing with the designated institutions.
14.4 Both the Customer and EU-TAX will do or refrain from doing everything that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.

14.5 The data extracts from the sender’s computer systems provide compelling evidence of (the contents of) the electronic communication sent by the sender until proof to the contrary is provided by the recipient.
14.6 The provisions of Article 8 apply accordingly.

15. Other provisions.

15.1 The Client shall not hire or approach any employees involved in the performance of the work to become directly or indirectly employed by the Client, whether temporarily or not, or to perform work directly or indirectly on behalf of the Client, whether as an employee or not, during the term of the Agreement or any extension thereof and for 12 months thereafter.
15.2 Provisions in the assignment which are expressly or by their nature to remain in force even after expiration or termination of the assignment shall remain in force after expiration or termination.

16. Repair clause nullities.

16.1. If any provision of these general conditions or of the underlying assignment/agreement should be wholly or partly void and/or not valid and/or not enforceable as a result of any statutory regulation, judicial decision or otherwise, this shall have no effect whatsoever on the validity of all the other provisions of these general conditions or of the underlying assignment/agreement.
16.2. If any provision in the contract or part of the contract cannot be invoked at law, the remaining part of the contract shall remain in full force, on the understanding that the provision of the part that cannot be invoked shall be deemed to have been amended in such a way that it can be invoked, whereby the intention of the parties with respect to the original provision or the original part shall remain intact as far as possible.