General Terms and Conditions

Article 1 – Definitions

1.1. Client: the natural or legal person, including their representatives and affiliates, who enters into an agreement with or otherwise engages the services of the contractor.

1.2. Contractor: A.A. Accountancy, a sole proprietorship established in Amsterdam, including any persons engaged by or on behalf of the contractor for the execution of the services.

1.3. Services: all services, work, advice, and activities of any nature performed by or on behalf of the contractor, including but not limited to administrative, bookkeeping, tax preparation, financial, and advisory services.

1.4. Agreement: any arrangement, assignment, or engagement between the contractor and the client under which services are provided, including any amendments or additions thereto.

1.5. Engagement Letter (Opdrachtbevestiging): the written document in which the specific scope, deliverables, fees, and conditions of an individual assignment are set out.

1.6. Business Client: a client acting in the course of a profession or business.

1.7. Consumer: a natural person not acting in the course of a profession or business.

1.8. Working Day: Monday through Friday, excluding Dutch public holidays, from 09:00 to 17:00 CET.

Article 2 – Applicability

2.1. These terms and conditions apply to all offers, quotations, services, assignments, agreements, and any other legal relationships between the contractor and the client, including any subsequent or additional assignments.

2.2. The applicability of any general terms and conditions used by the client is expressly rejected, unless explicitly accepted in writing by the contractor.

2.3. Deviations from or additions to these terms and conditions are only valid if explicitly agreed in writing by the contractor.

2.4. In the event of conflict between these terms and the engagement letter, the engagement letter shall prevail. For all other matters these terms and conditions shall remain fully applicable.

2.5. If any provision of these terms and conditions is or becomes invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

2.6. The contractor primarily provides services to Business Clients. Where a provision of these terms would be invalid or voidable when applied to a Consumer, such provision shall be deemed modified to the minimum extent necessary to comply with mandatory consumer protection law, while remaining fully enforceable against Business Clients.

2.7. These terms and conditions are drawn up in English and Dutch. In the event of discrepancy, the Dutch version shall prevail.

Article 3 – Scope and Nature of Services

3.1. The contractor provides administrative, bookkeeping, tax preparation, financial, and advisory services. The contractor does not perform statutory audits or issue assurance reports requiring a statutory auditor's licence. Where the client requires such services, the client shall engage a separately licensed provider.

3.2. The content and scope of the services shall be exclusively determined by the engagement letter applicable to the specific assignment. These general terms and conditions shall always be read in conjunction with the engagement letter. In the event of any conflict, the engagement letter shall prevail.

3.3. The client cannot derive any rights, expectations, or entitlements from services, advice, or deliverables outside the scope of the engagement letter. Any services, advice, or assistance provided beyond the agreed scope shall be provided on a best-efforts basis only, shall not create any obligation for the contractor, and shall be invoiced separately at applicable hourly rates.

3.4. All advice and deliverables are provided solely for the client's internal use in connection with the specific engagement. Third parties may not rely on, derive rights from, or base decisions on any advice, report, deliverable, or other output of the contractor. The contractor expressly disclaims any liability towards third parties, including but not limited to banks, investors, purchasers, successor advisors, tax authorities, and any other party other than the client.

3.5. Only written advice issued by the contractor shall be considered binding. Oral statements, comments made during meetings or calls, messages via chat applications (including but not limited to WhatsApp, Signal, or similar), and informal communications are provided for convenience only, do not constitute formal advice, and shall not give rise to any liability on the part of the contractor.

3.6. The client is solely responsible for the accuracy, completeness, and timeliness of all information and documentation provided, and for all decisions taken on the basis of the contractor's services.

Article 4 – Execution of the Assignment

4.1. The contractor shall perform the services to the best of its ability and in accordance with the standards of a reasonably competent service provider in the relevant field. All services are provided on a best-efforts basis and do not constitute a guarantee of any specific result.

4.2. The client shall provide all data, information, and documentation required for the proper execution of the services in a timely, complete, and accurate manner. The contractor is entitled to rely on the accuracy and completeness of the information provided and is not obliged to verify such information.

4.3. The client is responsible for ensuring that all information provided complies with applicable laws and regulations. Any consequences arising from incomplete, incorrect, or late provision of information shall be fully borne by the client.

4.4. The contractor shall not be liable for any delay, error, or additional costs resulting from the client's failure to provide the required information in a timely or proper manner. Deadlines, including but not limited to tax filings, shall be extended accordingly or may be missed without liability on the part of the contractor.

4.5. The contractor is entitled to suspend the execution of the services if the client fails to provide the required information, documentation, or cooperation, or fails to meet payment obligations, without any liability for resulting consequences.

4.6. The contractor may engage third parties in the execution of the services and shall exercise due care in their selection. The contractor shall not be liable for any shortcomings of such third parties, except in cases of gross negligence or willful misconduct on the part of the contractor.

Article 5 – Tax Filings and Fiscal Responsibilities

5.1. The client bears sole responsibility for providing all information, documentation, and approvals required for the timely preparation and filing of any tax return, declaration, or fiscal obligation. The contractor shall not be responsible for any fiscal obligation that cannot be fulfilled due to incomplete, incorrect, or untimely input from the client.

5.2. The contractor shall not file any tax return, declaration, or other fiscal document on behalf of the client without the client's prior written approval, unless: (a) the client has been provided with the draft filing and has failed to respond within a reasonable period set by the contractor; or (b) the engagement letter explicitly authorises the contractor to file without per-instance approval; or (c) the applicable statutory deadline would otherwise be missed and the contractor has notified the client accordingly.

5.3. The contractor shall under no circumstances be liable for any tax-related penalties, surcharges, interest, naheffingen, boetes, or other charges imposed by tax authorities or governmental bodies, regardless of the cause, unless such liability results from the contractor's gross negligence or willful misconduct.

5.4. Fiscal advice is based on the laws, regulations, and interpretations in force at the time the advice is issued. The contractor shall not be liable for any consequences arising from subsequent changes in legislation, case law, or the interpretation thereof.

5.5. The client shall verify and confirm all filings, declarations, and fiscal documents prepared by the contractor before submission and remains ultimately responsible for their content, accuracy, and completeness.

Article 6 – Fees and Payment

6.1. The client shall owe the fees agreed upon for the performance of the services, as set out in the engagement letter.

6.2. All fees and rates are exclusive of VAT and any other government-imposed levies, unless explicitly stated otherwise.

6.3. The contractor's fees and hourly rates shall be automatically adjusted on 1 January of each calendar year in line with the Dutch Consumer Price Index (CPI) as published by the Central Bureau of Statistics (CBS), or by a minimum of three percent (3%), whichever is higher. The contractor reserves the right to make additional fee adjustments with 30 days' prior written notice.

6.4. Invoices must be paid within 14 days from the invoice date, unless otherwise agreed in writing. The contractor is entitled to collect payments via direct debit where applicable.

6.5. The contractor reserves the right to require advance payment, interim invoicing, or full prepayment before commencing or continuing the services.

6.6. If payment is not received within the agreed term, the client shall be in default by operation of law, without the need for further notice of default. From that moment, statutory (commercial) interest shall be due on the outstanding amount.

6.7. All costs related to the collection of outstanding invoices, including legal, judicial, and extrajudicial costs, shall be fully borne by the client. For Business Clients, extrajudicial collection costs shall amount to a minimum of 15% of the outstanding amount, with a minimum of EUR 250. For Consumers, extrajudicial collection costs shall be calculated in accordance with the Dutch Act on Standardisation of Extrajudicial Collection Costs (WIK) and the associated Decree (Besluit BIK).

6.8. The contractor is entitled to suspend or terminate the services immediately, without prior notice and without liability, if the client fails to meet any payment obligation.

6.9. Business Clients are not entitled to suspend, offset, or withhold any payment obligations under any circumstance. This limitation does not apply to Consumers to the extent mandatory law provides otherwise.

6.10. Payments made by the client shall first be applied to outstanding interest and costs, and thereafter to the oldest outstanding invoice.

6.11. The contractor reserves the right to initiate collection measures at any time after the due date.

Article 7 – Term and Termination

7.1. Agreements are entered into for an indefinite period, unless explicitly agreed otherwise in writing.

7.2. Either party may terminate the agreement in writing, subject to a notice period of one month. The contractor reserves the right to impose a longer notice period for specific engagements if agreed in writing.

7.3. The contractor is entitled to terminate the agreement in whole or in part, or suspend its execution, with immediate effect and without prior notice or obligation to pay compensation, if: (a) the client fails to fulfill any obligation under the agreement, including timely payment or provision of required information; (b) the contractor has reasonable grounds to believe that the client will not fulfill its obligations; (c) the client acts in violation of applicable laws or regulations, including tax or anti-money laundering legislation; (d) the continuation of the engagement would expose the contractor to legal, financial, regulatory, or reputational risk.

7.4. In the event of termination, all outstanding invoices shall become immediately due and payable.

7.5. Upon termination of the agreement, the contractor is entitled to invoice for all services performed up to the date of termination, including work in progress.

7.6. The contractor shall not be liable for any damage arising from or related to the termination or suspension of the agreement.

7.7. Upon termination, and subject to full payment of all outstanding invoices, the contractor shall make the client's records and administration available for transfer within a reasonable period, not exceeding 30 days. The contractor shall be entitled to charge reasonable fees for the compilation and transfer of a handover file to a successor service provider, based on applicable hourly rates.

7.8. The contractor makes no representation or warranty regarding: (a) the continuity of any services, systems, or processes following termination; (b) the ability or willingness of any successor service provider to understand, interpret, continue, or build upon the contractor's work, records, or administration; (c) the suitability of the handover file for any specific purpose of the client or any successor provider. The contractor shall have no liability for any damage, cost, delay, or loss arising from transition, handover, or continuation of services by a successor provider.

7.9. The contractor expressly invokes its right of retention (retentierecht) pursuant to article 3:290 of the Dutch Civil Code on all items in its possession or control, including but not limited to: (a) physical records, documents, and files; (b) digital administration, bookkeeping data, and electronic records; (c) access to accounting software, cloud environments, and online platforms used for the client's administration; (d) prepared or pending tax returns, VAT filings, annual accounts, and any other deliverables; (e) login credentials, access tokens, and authorisations held on behalf of the client. The right of retention shall remain in full effect until all outstanding obligations of the client have been satisfied in full.

Article 8 – Liability

8.1. The contractor shall perform the services with due care. All services are provided on a best-efforts basis and do not constitute a guarantee of any specific result.

8.2. Any liability of the contractor, whether arising from contract, tort, or otherwise, shall be strictly limited to the lower of: (a) the amount actually paid out under the contractor's professional liability insurance in the relevant case; or (b) the total amount of fees invoiced and paid by the client in the three months preceding the event giving rise to the liability. In no event shall the aggregate liability of the contractor exceed the lower of these two amounts.

8.3. Any claim against the contractor must be submitted in writing within 30 days after the client has discovered, or reasonably should have discovered, the event giving rise to the claim, failing which all rights to compensation shall lapse.

8.4. The contractor shall under no circumstances be liable for any indirect or consequential damages, including loss of profit, loss of revenue, missed savings, reputational damage, penalties or interest imposed by tax authorities, or business interruption.

8.5. The contractor shall not be liable for any damage resulting from: (a) incorrect, incomplete, or late information provided by the client; (b) failure by the client to comply with advice or instructions provided by the contractor; (c) actions or omissions of third parties engaged by or on behalf of the client; (d) the application or interpretation of laws and regulations, including tax laws, which may change or be subject to different interpretations.

8.6. The client remains solely responsible for the accuracy, completeness, and timeliness of all information and documentation provided, as well as for all decisions taken based on the contractor's services.

8.7. The contractor shall not be liable for any damage resulting from the suspension or termination of the services in accordance with these terms and conditions.

8.8. The contractor shall have no liability towards any third party. The client shall indemnify the contractor against any and all claims, costs, damages, and expenses arising from or in connection with reliance by third parties on the contractor's services, advice, or deliverables.

8.9. Any right of action or claim against the contractor shall expire one year after the client has discovered, or reasonably should have discovered, the event giving rise to the claim, and in any event no later than three years after the performance of the relevant service, regardless of whether the client was aware of such event.

8.10. The limitations of liability set out in this article shall also apply to all persons engaged by or on behalf of the contractor in the execution of the services.

8.11. The limitations of liability in this article shall not apply in cases of gross negligence or willful misconduct on the part of the contractor.

Article 9 – Force Majeure

9.1. The contractor shall not be liable or obliged to fulfill any obligation in the event of force majeure.

9.2. Force majeure shall include any circumstance beyond the reasonable control of the contractor that prevents or hinders the fulfillment of obligations, whether temporarily or permanently, including technical failures, system outages, cyber incidents, illness, absence of personnel, strikes, governmental measures, failures or delays of suppliers or third parties (including software providers, banks, and authorities), and disruptions in communication or infrastructure.

9.3. In the event of force majeure, the contractor shall be entitled to suspend performance of the services for the duration of the force majeure situation, without any obligation to compensate the client for resulting damage.

9.4. If the force majeure situation continues for more than 30 days, the contractor shall be entitled to terminate the agreement in whole or in part without any liability.

9.5. Any deadlines or obligations affected by force majeure shall be automatically extended for the duration of the force majeure situation.

Article 10 – Confidentiality, Data Protection, and Wwft

10.1. The contractor shall treat all information and documentation provided by the client as confidential and shall not disclose such information to third parties, except where disclosure is required by law, regulation, court order, or competent authority, or is necessary for the proper execution of the services.

10.2. The contractor is entitled to share relevant client information with third parties engaged in the execution of the services (such as software providers, advisors, or subcontractors), provided that such parties are bound by appropriate confidentiality obligations.

10.3. The contractor processes personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). Personal data will only be processed to the extent necessary for the performance of the services, compliance with legal obligations, or legitimate business purposes.

10.4. The client acknowledges that electronic communication, data storage, and the use of third-party systems (including cloud-based software) may involve risks, such as unauthorized access or data loss. The contractor shall take reasonable measures to mitigate such risks but shall not be liable for any damage resulting from such risks, unless caused by gross negligence or willful misconduct.

10.5. The contractor shall retain personal data and records in accordance with applicable statutory retention obligations, including the seven-year fiscal retention period under article 52 of the Dutch General Tax Act (AWR), the ten-year retention period for records relating to immovable property, and any longer period required by law. After expiry of the applicable retention period, data may be deleted or anonymised without further notice.

10.6. The client guarantees that all personal data provided to the contractor has been lawfully obtained and may be processed for the purposes of the assignment. The client shall indemnify the contractor against any claims arising from unlawful or improper data provision.

10.7. The contractor is subject to the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft). The client acknowledges and accepts that the contractor is required to: (a) identify and verify the client and, where applicable, its ultimate beneficial owners (UBOs); (b) conduct ongoing client due diligence; (c) report unusual transactions to the Financial Intelligence Unit (FIU-Nederland) without notifying the client; (d) refuse, suspend, or terminate the engagement if Wwft obligations cannot be complied with.

10.8. The contractor is entitled to suspend, refuse, or terminate the services with immediate effect, in whole or in part, without prior notice, without providing any reason or justification to the client, and without any liability for resulting consequences, where the contractor considers such action necessary or appropriate in connection with its obligations under the Wwft or any other anti-money laundering, anti-terrorist financing, sanctions, or financial crime legislation. The contractor shall not be required to disclose to the client the basis, nature, or existence of any such consideration, assessment, report, or action, and the client expressly waives any right to such disclosure.

10.9. The client shall provide all information and documentation required for compliance with the Wwft and any related legislation in a timely and accurate manner and shall indemnify the contractor against any damage, fines, or claims arising from incomplete, incorrect, or untimely provision of such information.

Article 11 – Governing Law and Disputes

11.1. All legal relationships between the contractor and the client, including any non-contractual obligations, shall be governed exclusively by Dutch law.

11.2. Any disputes arising out of or in connection with the agreement, the services, or these terms and conditions shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise.

11.3. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

11.4. The parties may, by mutual agreement, attempt to resolve any dispute through mediation prior to initiating legal proceedings. Participation in mediation shall not prejudice the right of either party to seek interim relief or take legal action where necessary.

Article 12 – Intellectual Property

12.1. All intellectual property rights, including copyrights, database rights, and rights to know-how, methods, models, templates, and systems, relating to all materials, reports, advice, software, and other deliverables developed or provided by the contractor shall remain exclusively vested in the contractor, unless explicitly agreed otherwise in writing.

12.2. The client is granted a non-exclusive, non-transferable, and non-sublicensable right to use the deliverables solely for its internal business purposes and only insofar as necessary for the execution of the assignment. This licence automatically terminates upon breach of the agreement, termination of the engagement for cause, or failure of the client to fulfill its payment obligations.

12.3. The client shall not, without prior written consent of the contractor: (a) reproduce, disclose, or make available deliverables to third parties; (b) modify, reverse engineer, or use deliverables for purposes other than those for which they were provided.

12.4. The contractor retains the right to reuse, develop, and apply the knowledge, experience, methods, and techniques acquired during the execution of the services, without restriction and without any obligation to the client.

12.5. All intellectual property rights shall remain with the contractor until the client has fulfilled all its payment obligations in full.

Article 13 – Amendments to Terms

13.1. The contractor reserves the right to amend or supplement these terms and conditions at any time.

13.2. Any amendments shall be communicated to the client in writing or electronically and shall take effect 30 days after notification.

13.3. If the client does not agree with a material amendment, the client shall be entitled to terminate the agreement in writing before the effective date of the amendments, without cancellation fees or penalties. Continued use of the services after the effective date shall constitute acceptance of the amended terms and conditions.

13.4. Amendments shall also apply to existing agreements, unless the client has timely objected and terminated the agreement in accordance with article 13.3.

Article 14 – Complaints Procedure

14.1. Any complaints regarding the services must be submitted in writing to the contractor within 14 days after the client has discovered, or reasonably should have discovered, the issue, and in any event no later than 30 days after the completion of the relevant service. Failure to submit a complaint within this period shall result in the lapse of all rights and claims in respect of the alleged deficiency.

14.2. The submission of a complaint shall not suspend or affect the client's payment obligations.

14.3. The contractor shall use reasonable efforts to respond to the complaint within 14 days of receipt. If a complaint requires a longer processing time, the contractor shall inform the client accordingly.

14.4. Complaints do not entitle the client to suspend, offset, or withhold any payment obligations.

14.5. The contractor shall not be obliged to handle or consider complaints submitted after the deadlines referred to in this article.

Article 15 – Assignment of Rights and Obligations

15.1. The client is not permitted to assign, transfer, pledge, or otherwise encumber any rights or obligations under the agreement, in whole or in part, to any third party without the prior written consent of the contractor.

15.2. The contractor shall be entitled to assign or transfer the agreement, in whole or in part, to an affiliated entity or third party, or to subcontract the performance of the services, without the prior consent of the client.

15.3. Any attempted assignment or transfer by the client in violation of this article shall be null and void.

Article 16 – Electronic Communication

16.1. Communication between the contractor and the client may take place electronically, including email, online platforms, and cloud-based systems, unless explicitly agreed otherwise.

16.2. The client acknowledges and accepts that electronic communication and data exchange may involve risks, including delays, errors, corruption, interception, unauthorized access, or loss of data. The contractor shall not be liable for any damage resulting from such risks, unless caused by gross negligence or willful misconduct.

16.3. The contractor is entitled to rely on the accuracy and authenticity of communications received electronically and shall not be obliged to verify the identity or authority of the sender.

16.4. Electronic records and communications maintained by the contractor shall constitute valid and admissible evidence of communication and agreements between the parties.