General Terms and Conditions of EU-TAX B.V., registered in the trade register of the Chamber of Commerce under number 69111960.

The General Terms and Conditions are deposited there and can be requested for inspection.

Definitions.
The italicized definitions below have the following meaning in the context of these general terms and conditions:
1.1 Professional regulations: the legal provisions to which all accountants or administrative offices are subject;
1.2 Documents: all information or data provided by the Client to EU-TAX; 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 connected to EU-TAX, whether or not on the basis of an employment contract;
1.4 Assignment/Agreement: the assignment agreement, whereby EU-TAX undertakes to perform certain Services for the Client;
1.5 Client: the natural person or legal entity that has given EU-TAX the Assignment to perform Services;
1.6 EU-TAX: EU-TAX BV, located at Kraanspoor 50, 1033SE Amsterdam. All Assignments are accepted and executed solely by EU-TAX, not by or on behalf of an individual Employee, even if the Client has explicitly or implicitly granted the Assignment with the intention of it being carried out by a specific Employee or specific Employees. Articles 7:404, 7:407 clause 2, and 7:409 of the Dutch Civil Code are explicitly excluded from application;
1.7 Services: all work and activities to be carried out by EU-TAX for the Client and accepted by EU-TAX, as well as all other work and activities arising for EU-TAX from this, resulting from the execution of the Assignment;
1.8 Circumstance attributable to the Client: circumstances as referred to in articles 3.1, 3.2, 9.2, and 9.3, i.e., where there is intent or conscious recklessness on the part of the Client, or when a circumstance occurs that can reasonably be compared with this;
1.9 Confidential Information: Confidential Information means all information from which it appears from the context that it is confidential or from which its confidential nature should reasonably have been apparent, given the nature or content of this information.

Applicability of these terms and conditions and formation of agreement.
2.1 These general terms and conditions apply to all offers and agreements for the provision of services by EU-TAX and resulting further agreements or legal acts, unless otherwise agreed in writing.
2.2 The Client accepts the applicability of these terms and conditions by the mere fact of placing an order.
2.3 These general terms and conditions prevail over any general or purchasing conditions used by the Client, unless the latter conditions supplement and are not in conflict with these general terms and conditions. All offers and quotations made by EU-TAX, in any form whatsoever, are without obligation unless expressly stated otherwise.
2.4 Acceptance of assignments. Acceptance of the assignment begins with an integrity assessment of the client, i.e., to what extent does the client comply with generally accepted social and ethical standards. The question then arises as to whether EU-TAX can execute 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 shall at all times remain the property of EU-TAX and shall be returned upon first request. Without prior written permission, the aforementioned attachments may not be reproduced, copied, shown to third parties, or provided to them for inspection.
2.6 Once an offer, validly signed, has been returned by the client, the agreement is concluded through written confirmation on behalf of EU-TAX or (a start of) execution. Non-acceptance shall be communicated to the other party as soon as possible, but in any case within 10 working days.
2.7 The client agrees that EU-TAX may have the agreement executed under its responsibility by natural or legal persons associated with it or, if necessary, by third parties. The applicability of Article 7:404 of the Dutch Civil Code is excluded.

Execution of the agreement.
3.1 The client is obligated to provide EU-TAX with all documents that, in its opinion, are necessary for the correct execution of the granted assignment, in the desired form, manner, and in a timely manner. EU-TAX determines what is meant by timely, the desired form, and the desired manner.
3.2 The client is responsible for the accuracy, completeness, and reliability of the documents provided by them, even if they originate from third parties, unless otherwise follows from the nature of the assignment.
3.3 The client indemnifies EU-TAX for damages resulting from incorrect or incomplete documents.
3.4 The client shall bear the additional costs and extra hours incurred by EU-TAX, as well as any other damages, due to the client’s failure, untimely, or improper provision of the necessary documents for the execution of the work.
3.5 In the case of electronic transmission of information, including (but not limited to) tax returns, annual accounts, reports, from (and on behalf of) the client by EU-TAX to third parties, the client is deemed to be the party who signs and sends the relevant information. EU-TAX does not accept official communication via WhatsApp, Viber, Messenger, Signal, SMS, MMS, social media, chats, etc.
3.6 EU-TAX has the right to suspend the execution of the assignment if the client fails to fulfill the obligations under the agreement, including (but not limited to) timely payments, provision of necessary documents and information, as well as compliance with social behavioral rules.
3.7 EU-TAX will include the client’s tax returns for income tax or corporate tax and possibly other types of taxes (if applicable) in the deferral scheme for accountants and tax consultants. Inclusion in the deferral scheme is part of EU-TAX’s standard procedure (possible tax interest applies – consult www.belastindienst.nl / deferral scheme for tax consultants). EU-TAX may also request authorization from the client to retrieve the data for pre-filled tax returns from the Tax Authorities.

Confidentiality and Care.
4.1 Parties are obliged to maintain the confidentiality of 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 intended solely for use by the client and may not be reproduced, disclosed, or made known to third parties without the prior written permission of EU-TAX.
4.3 Parties shall not make mention of the existence and/or content of any agreement concluded between them and/or the work performed in the context of an assignment and/or the results obtained thereof in publications or advertising materials without the written consent of the other party.
4.4 Parties shall behave towards each other in accordance with the standards of care that should be observed between them in social traffic and shall refrain from making negative statements about the other party to third parties.

Rates and Payment.
5.1 Unless otherwise stated, EU-TAX prices are in euros, based on an hourly rate, excluding turnover and other taxes, fees, and other levies imposed by the government, and excluding international telephone and telecommunication costs.
5.2 If the date of December 31st 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 CAO wages index per hour for business services in the previous calendar year, as published by Statistics Netherlands (CBS).
5.3 If the performance of the agreement extends over a period longer than one month, the work performed may be invoiced interim.
5.4 EU-TAX is entitled to request a deposit from the client. A received deposit will be offset against the final invoice of the respective assignment. The amounts stated on the invoice must be paid without discount, deduction, suspension, or set-off by transfer to a bank or giro account indicated by EU-TAX within 14 days after the invoice date.
5.5 Any objections to the invoice must be made in writing within 14 days after the invoice date to EU-TAX.
5.6 If the payment term is exceeded, the client shall be in default by the mere expiration of this term without any further notice of default being required. Once the client is in default, EU-TAX has the right to charge the standard compensation for collection costs. By not making timely payment, the entire debt, including the non-due portion thereof, becomes immediately due and payable.
5.7 In the event of late payment, EU-TAX has the right to charge interest at a rate of 8% per month or the statutory interest if it is higher.
5.8 In addition to the amount due and interest, EU-TAX is entitled to claim all costs incurred as a result of non-payment, including explicitly the judicial and extrajudicial collection costs.
5.9 All payments made by the client shall primarily serve to settle any interest and costs and subsequently to settle the oldest outstanding invoices.

Changes, Additional Work, and Deductions.
6.1 The client accepts that if the services and/or work to be delivered are expanded or changed, the completion time of the work and the estimated costs may be affected.
6.2 EU-TAX shall inform the client as soon as possible if circumstances arise that may require an adjustment of the assignment and/or the expected use of resources and duration.

Force Majeure.
7.1 In addition to what is mentioned in the law in this regard, force majeure in this article means: flooding, fire, or other destruction in offices, prohibitions or restrictions issued by the authorities, cancellations by or otherwise failure to perform by contracted assistants, and illness of the persons designated by EU-TAX for the execution of the assignment.
7.2 If one of the parties is affected by a situation of force majeure, they shall notify the other party thereof as soon as possible. The parties shall endeavor to reach a reasonable solution through consultation.
7.3 If one of the parties suspends its performance due to force majeure for a period longer than three months, the other party is entitled to terminate the agreement by means of a registered letter, without judicial intervention.
7.4 If EU-TAX has partially fulfilled its obligations upon the occurrence of force majeure or can still partially fulfill its obligations, it is entitled to separately invoice the performed or to be performed part and the client is obliged to pay this invoice as if it concerned a separate agreement.

Liability.
8.1 EU-TAX accepts liability only to the extent indicated below.
8.2 EU-TAX’s liability is at all times limited to the net invoice amount of the respective assignment. If the agreement is mainly a long-term agreement with a duration of more than six months, the agreed price shall be deemed to be the total of the net fees agreed for six months.
8.3 In the event of a tort committed by EU-TAX, its staff, or by third parties engaged by EU-TAX, it shall only be liable for damages resulting in death or bodily injury up to the amount covered by its liability insurance.
8.4 EU-TAX is only liable for damages due to exceeding agreed deadlines if it has been put in default with regard thereto and a reasonable period, in any case the agreed term, has been set within which it can still provide the service.
8.5 EU-TAX is not liable for any infringement of intellectual property or other rights of third parties resulting from the use of data provided by the client for the performance of the agreement. The client indemnifies EU-TAX against claims from third parties based on this.
8.6 EU-TAX is never liable for other than direct damages. Indirect damages, consequential damages, loss of profit, and damages due to business interruption are expressly excluded.
8.7 The limitation of liability does not apply in the event of intent or gross negligence on the part of EU-TAX and/or its management. All claims and other powers of any kind whatsoever against EU-TAX in connection with accepted assignments and/or performed work shall in any case lapse one year after the moment at which the party concerned became aware or could reasonably have been aware of the existence of these rights and powers.
8.8 A cohesive series of attributable shortcomings shall be considered as one (1) attributable shortcoming.
8.9 The client is obliged to take measures to limit damage. EU-TAX has the right to undo or limit the damage by restoring or improving the work performed.
8.10 The client indemnifies EU-TAX against claims from third parties (including EU-TAX’s employees and third parties engaged by EU-TAX) that suffer damage in connection with the execution of the assignment, which damage is the result of the acts or omissions of the client or unsafe situations in its company or organization.

Termination, Intermediate Termination, and Cancellation.
9.1 In addition to what is provided elsewhere in the agreement, the parties are entitled to terminate the agreement without any notice of default, formal demand, or statement of reasons if:
9.2 The client deviates from ethical or socio-economic views prevailing in social traffic or if EU-TAX is forced to act in violation of applicable laws and regulations (NOCLAR).
9.3 The client is declared bankrupt; (provisional) suspension of payments is granted; or the client is liquidated. The client is convicted by force of a judgment of an (conditional) custodial sentence for a criminal offense.
9.4 In the event of interim termination due to circumstances attributable to the client, the service agreement shall be terminated with due observance of the notice period.
9.5 If EU-TAX terminates an agreement for one of the reasons referred to in this provision, this does not release the client from any financial obligation, including, but not limited to, the remainder of the period for which the agreement would have lasted if EU-TAX had not terminated it.
9.6 If EU-TAX terminates the agreement, the client is entitled to the cooperation of EU-TAX in transferring the work to third parties, unless there is an immediate threat of loss of EU-TAX’s goodwill. In that case, EU-TAX is entitled to transfer the work to third parties without any obligation to pay compensation to the client.
9.7 Termination must be made by bailiff’s writ or registered mail.

Receipt of original documents.
10.1 In the context of carrying out the assignment, the client must provide all relevant documents to EU-TAX. However, considering the client’s obligation to retain documents for the competent authorities, EU-TAX does not retain original documents.
10.2 Preferably, the documents can be submitted electronically (exclusively by email or accounting app). If the client is unable to submit the necessary documents electronically, EU-TAX will process the relevant documents electronically on-site and return the original documents to the client. The client must immediately verify whether all original documents have been returned, at least before leaving EU-TAX’s office. EU-TAX does not accept official communication via WhatsApp, Viber, Messenger, Signal, SMS, MMS, social media, chats, etc.
10.3 The client remains responsible for archiving the documents for their own records.

No cash.
11. Our policy is not to accept cash from clients. If the client deposits cash directly into EU-TAX’s bank account, EU-TAX reserves the right to charge for any necessary investigations regarding the source of the funds, as well as the costs of any additional actions undertaken by EU-TAX or the costs incurred by EU-TAX to handle these cash amounts. In such cases, EU-TAX is also entitled to refuse the deposit as payment and to demand payment of the amount owed to EU-TAX by means of a bank transfer or other non-cash payment.

Disputes and choice of law.
12.1 A dispute exists if one of the parties asserts so.
12.2 Disputes will be exclusively settled by the District Court of Amsterdam, to the extent that they fall within the competence of a Court and unless the law designates another Court through rules of imperative law, unless the parties agree otherwise to settle their dispute.
12.3 All disputes will be governed by Dutch law.

Expiry period.
13. Unless otherwise provided in these general terms and conditions, all claims and other powers of the client against EU-TAX, for any reason whatsoever, in connection with the performance of work by EU-TAX, expire at least one (1) year after the moment when the client became aware or could reasonably have been aware of the existence of these rights and powers.

Electronic communication and electronic filing of annual accounts.
14.1 During the execution of the assignment, the client and EU-TAX may communicate with each other and use electronic storage (such as cloud applications) through electronic means. Unless otherwise agreed in writing, the parties may assume that the sending of correctly addressed emails (including emails sent via the internet) containing confidential information or documents related to the assignment will be accepted by both parties. EU-TAX does not accept official communication via WhatsApp, Viber, Messenger, Signal, SMS, MMS, social media, chats, etc.
14.2 The client and EU-TAX are not liable to each other for any damage that may arise for one or both 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 delayed delivery of electronic communication, omissions, distortion, interception, or manipulation of electronic communication by third parties or by software/equipment used for the transmission, reception, or processing of electronic communication, transmission of viruses, and the malfunctioning or non-functioning of the telecommunications network or other means necessary for electronic communication, unless the damage results from intent or gross negligence. The same applies to EU-TAX’s use of electronic means of communication in its contacts with third parties.
14.3 In addition to the previous clause, EU-TAX accepts no liability for any damage arising from or in connection with the electronic transmission of (electronic) annual accounts and their digital filing with the designated institutions.
14.4 Both the client and EU-TAX shall do or refrain from doing everything that may reasonably be expected 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 content of the electronic communication sent by the sender until evidence to the contrary has been provided by the recipient.
14.6 The provisions of Article 8 apply mutatis mutandis.

Other provisions.
15.1 The client shall not employ or approach any employees involved in the execution of the work to work for the client, either temporarily or permanently, directly or indirectly, or to perform work for the client, whether or not on a salaried basis, during the term of the agreement or any extension thereof and for a period of 12 months thereafter.
15.2 Provisions in the assignment that expressly or by their nature must remain in force after termination or expiration of the assignment shall remain in force after termination or expiration.

Repair clause for nullities.
16.1 If any provision of these general terms and conditions or the underlying assignment/agreement is wholly or partially invalid and/or unenforceable, whether due to any legal provision, court ruling, or otherwise, this shall not affect the validity of all other provisions of these general terms and conditions or the underlying assignment/agreement.
16.2 If any provision in the assignment or any part thereof cannot be relied upon in law, the remaining part of the assignment shall remain in full force, provided that the provision for which no reliance can be made shall be deemed to have been adjusted in such a way that it is enforceable, while preserving the parties’ intention with regard to the original provision or part thereof as much as possible.