General Terms and Conditions

This is an English translation of the Dutch general terms and conditions (Algemene voorwaarden). In case of any differences, the Dutch version prevails.

These terms and conditions apply to all engagements given to Den Boer Fiscale dienstverlening, established in Amersfoort and registered with the Dutch Chamber of Commerce under number 93881274.

Article 1 – Definitions

In these general terms and conditions, the following definitions apply:

1. Contractor: Den Boer Fiscale dienstverlening, as well as the persons who perform work for or on its behalf.
2. Client: the natural person or legal entity that gives the contractor an engagement or requests one.
3. Engagement: the agreement under which the contractor undertakes to the client to perform work, including tax advice, preparing tax returns, conducting objection and appeal procedures and related services.
4. Work: all work performed by the contractor in the context of the engagement or directly related to it.
5. In writing: by letter, email or any other electronic means of communication by which the content can be recorded permanently.

Article 2 – Applicability

1. These terms and conditions apply to all offers, quotations, engagements and follow-up engagements of the contractor.
2. Deviations from these terms and conditions only apply if they have been agreed between the parties in writing.
3. General terms and conditions or purchasing conditions of the client do not apply, unless the contractor has expressly accepted them in writing.
4. If any provision of these terms and conditions is void or is annulled, the other provisions remain in full force. The parties will replace the provision concerned with a provision that comes as close as possible to the original intention.

Article 3 – Formation of the engagement

1. An engagement is formed when the contractor has received the engagement letter signed by the client, or as soon as the contractor has started performing the work with the client’s consent.
2. The engagement letter is based on the information provided by the client when giving the engagement.
3. The contractor may refuse an engagement without giving reasons, for example if the client due diligence under the Wwft cannot be completed.
4. An engagement is entered into exclusively with the contractor, even if it is intended that a specific person will perform the work. Articles 7:404 and 7:407(2) of the Dutch Civil Code do not apply.

Article 4 – Information and cooperation of the client

1. The client shall provide, in a timely, complete and accurate manner, all information and documents the contractor needs for the proper performance of the engagement, in the form and manner indicated by the contractor.
2. The client guarantees the accuracy, completeness and reliability of the information provided, even if it originates from third parties.
3. The client shall inform the contractor without delay of facts and circumstances that may be relevant to the performance of the engagement, even if these only become known during the engagement.
4. Additional work and costs arising because information was not provided, not provided on time or not provided properly are borne by the client.
5. The contractor may suspend the performance of the engagement until the client has fulfilled the obligations under this article.
6. At the client’s request, original documents will be returned after the work has been completed.

Article 5 – Performance of the engagement

1. The contractor performs the engagement to the best of its knowledge and ability, with the care that may be expected of a reasonably competent and reasonably acting tax service provider. The engagement constitutes an obligation of effort, not an obligation of result.
2. The contractor determines the manner in which, and the person or persons by whom, the engagement is performed, taking the client’s reasonable wishes into account as far as possible.
3. The contractor may have work performed by third parties if it considers this desirable. Where possible, it consults the client about this in advance.
4. The contractor is not obliged to verify the accuracy and completeness of the information provided by the client, unless this is expressly part of the engagement.
5. A tax return or other document that the contractor prepares for the client is only filed after the client has approved its content, unless agreed otherwise in writing. The client remains responsible for the content of tax returns filed.
6. The contractor keeps a file containing the relevant documents. This file is the property of the contractor.

Article 6 – Deadlines

1. Deadlines stated for the performance of work are indicative and are not strict deadlines, unless expressly agreed otherwise in writing.
2. Statutory deadlines, such as filing, objection and appeal deadlines, are observed by the contractor insofar as the client has provided the necessary information in time.
3. Exceeding a deadline does not entitle the client to terminate the agreement, unless performance does not take place within a reasonable further period set in writing.

Article 7 – Changes to and extension of the engagement

1. If it becomes apparent during performance that the engagement needs to be changed or supplemented, the parties will agree on this in good time and in mutual consultation.
2. A change or extension may affect the fee and the planning. The contractor will inform the client of this as soon as possible.
3. Work outside the agreed engagement is charged separately at the hourly rate applicable at that time.

Article 8 – Confidentiality and privacy

1. The contractor keeps all information obtained from or about the client in the context of the engagement confidential towards third parties. This does not apply insofar as a legal obligation, a court ruling or a professional rule requires disclosure, or insofar as the client has released the contractor from the duty of confidentiality.
2. The contractor may use confidential information insofar as necessary to defend itself in disciplinary, civil, administrative or criminal proceedings in which the work for the client plays a role.
3. The contractor also obliges the persons it engages in the performance of the work to observe confidentiality.
4. The client shall not disclose the content of advice, reports and other statements of the contractor, or make them available to third parties, without the contractor’s prior written consent, unless this follows from the engagement itself.
5. The contractor processes personal data in accordance with the General Data Protection Regulation (GDPR). It takes appropriate technical and organisational measures to secure this data. Further information can be found in the contractor’s privacy statement.
6. The contractor may communicate with the client by email and other electronic means. The contractor is not liable for damage resulting from their use, such as interception, delay or viruses, unless there is intent or deliberate recklessness.

Article 9 – Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft)

1. As a tax advisor, the contractor is subject to the Wwft. It is obliged to establish and verify the identity of the client and, where applicable, its ultimate beneficial owner(s), and to carry out further client due diligence where necessary.
2. The client shall cooperate fully with this and provide the documents and information requested.
3. The contractor is legally obliged to report unusual transactions to the Financial Intelligence Unit-Netherlands, without informing the client. The contractor is not liable for damage suffered by the client as a result of complying with these legal obligations.
4. If the client due diligence cannot be completed, the contractor may not accept the engagement or must terminate it.

Article 10 – Intellectual property

1. The contractor retains all intellectual property rights to the methods, models, advice, reports, software and other products it uses and develops.
2. The client may use these products solely for its own use and for the purpose of the engagement. Reproduction, disclosure or exploitation by the client without the contractor’s prior written consent is not permitted.

Article 11 – Fees

1. The fee is calculated on the basis of the time actually spent at the applicable hourly rates, unless a fixed amount has been agreed in writing. The fee does not depend on the outcome of the engagement.
2. In addition to the fee, costs incurred, such as disbursements, travel expenses and costs of third parties engaged, are charged to the client.
3. All amounts are exclusive of VAT, unless expressly stated otherwise.
4. The contractor may adjust its rates annually as of 1 January. In the event of an interim change in wages or prices, the contractor may adjust its rates accordingly.
5. The contractor may request an advance payment. An advance payment is set off against the final invoice for the engagement.
6. The contractor may invoice periodically, for example monthly or per completed part of the engagement.

Article 12 – Payment

1. Payment shall be made without deduction, discount or set-off, within 14 days of the invoice date, by transfer to the account number specified by the contractor.
2. In the event of late payment, the client is in default without further notice of default. The client then owes the statutory interest, or the statutory commercial interest if the client acts in the course of a profession or business.
3. All reasonable collection costs, both judicial and extrajudicial, are borne by the client. For clients who are consumers, extrajudicial costs are calculated in accordance with the Dutch Decree on compensation for extrajudicial collection costs, after a written reminder with a payment term of 14 days.
4. As long as the client does not fulfil its payment obligations, the contractor may suspend the work and retain documents. The contractor is not liable for any resulting damage.
5. If the client’s financial position or payment behaviour gives cause to do so, the contractor may require security or advance payment.
6. In the case of a jointly given engagement, the clients are jointly and severally liable for the amount owed, insofar as the work was performed for them jointly.

Article 13 – Complaints about work or invoices

1. A complaint about work performed or the amount invoiced must be submitted to the contractor in writing within 30 days of the documents or invoice being sent, or within 30 days of discovering the defect if the client demonstrates that it could not reasonably have discovered it earlier.
2. A complaint does not suspend the client’s payment obligation, except insofar as the contractor declares the complaint well-founded.
3. If a complaint is well-founded, the contractor chooses between adjusting the fee, correcting or redoing the work free of charge, or (partially) no longer performing the engagement with a proportionate refund of the fee already paid.

Article 14 – Liability

1. The contractor is only liable for damage that is the direct result of an attributable failure in the performance of the engagement.
2. The contractor’s liability is limited to the amount paid out in the case concerned under its professional liability insurance, plus the deductible.
3. If the insurer does not pay out for any reason, liability is limited to the amount of the fee the contractor charged for the engagement concerned in the calendar year preceding the event causing the damage, up to a maximum of €10,000.
4. The contractor is not liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business interruption.
5. The contractor is not liable for damage caused by the client providing incorrect or incomplete information, or by the client not following, or not fully following, advice.
6. The contractor is not liable for failures of third parties it engages. The contractor may accept a limitation of liability of those third parties on behalf of the client.
7. Taxes, penalties, tax interest, collection interest and additional assessments that the client would also have owed had the engagement been performed correctly do not constitute damage.
8. The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of the contractor or its management.
9. The client is obliged to take all reasonable measures to limit its damage, including filing an objection or appeal in time in consultation with the contractor.

Article 15 – Indemnification

The client indemnifies the contractor against all claims by third parties, including the reasonable costs of defence, relating to the performance of the engagement, unless these claims result from intent or deliberate recklessness on the part of the contractor.

Article 16 – Limitation period

Unless otherwise provided in these terms and conditions, all claims and other rights of the client against the contractor in connection with the work lapse in any event one year after the moment the client became aware, or could reasonably have become aware, of the existence of these rights.

Article 17 – Cancellation and termination

1. The client and the contractor may cancel the engagement in writing at any time, observing a reasonable notice period. An engagement entered into for a fixed period or for periodically recurring work may be cancelled with effect from the end of a calendar month, with one month’s notice.
2. In the event of interim cancellation, the client owes the fee and costs for the work performed up to the moment of termination.
3. The contractor may terminate the engagement with immediate effect if the client fails to fulfil its obligations, is declared bankrupt, applies for a suspension of payments or becomes subject to the statutory debt rescheduling scheme, or if continuing the engagement would conflict with laws or regulations.
4. Upon termination, after full payment of the amounts owed, the contractor will hand over the client’s documents and provide reasonable cooperation in a transfer to another advisor. The costs of this may be charged.

Article 18 – Complaints

1. A client who is not satisfied with the services may submit a complaint in writing to the contractor. The contractor confirms receipt within 7 days and responds substantively within 4 weeks of receipt.
2. The parties will endeavour to resolve a complaint in mutual consultation before going to court.

Article 19 – Applicable law and competent court

1. The legal relationship between the client and the contractor is governed exclusively by Dutch law.
2. Disputes are submitted at first instance to the competent court in the district in which the contractor is established, unless mandatory law designates another court. A client who is a consumer may, within one month after the contractor has invoked this clause, choose the court that is competent by law.

Article 20 – Final provisions

1. The contractor may amend these terms and conditions. Amendments also apply to ongoing engagements from 30 days after they have been notified to the client in writing.
2. In the event of a conflict between the engagement letter and these terms and conditions, the engagement letter prevails.
3. These terms and conditions can be requested from the contractor and will be sent free of charge. They are also published on the contractor’s website.