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General terms and conditions

All our services are subject to the General Terms and Conditions of the Register Belastingadviseurs (RB, the Dutch Register of Tax Advisers).

Article 1 - General

1.1 In these General Terms and Conditions the following definitions apply:

  • a) Client: the party that gives the engagement;
  • b) Contractor: the natural person who is a member of the Register Belastingadviseurs, or the legal entity one or more of whose directors are members of the Register Belastingadviseurs;
  • c) Engagement or Agreement: the contract for services under which the Contractor undertakes towards the Client to perform certain work falling within the usual field of activity of a tax adviser. That work includes all work for which the engagement has been given and all further work that may arise from the engagement or that is connected with it, including but not limited to:
    • advising on questions of a tax law nature;
    • preparing and filing tax returns;
    • acting as authorised representative in tax applications, objection proceedings and appeal proceedings, including higher appeal proceedings and appeal proceedings in cassation;
    • keeping all or part of the accounts;
    • preparing annual accounts and other financial overviews, such as financial statements, annual reports and credit reports;
    • all of the foregoing in the broadest sense of the word and in any event comprising the work stated in the confirmation of the Engagement.

1.2 All Engagements are accepted and performed exclusively by the Contractor, to the exclusion of Sections 7:404 and 7:407(2) of the Dutch Civil Code, irrespective of whether the Client has granted the Engagement expressly or tacitly with a view to its performance by a particular person or particular persons.

1.3 All stipulations in these General Terms and Conditions have also been made for the benefit of all those who work or have worked for the Contractor in the context of the performance of the Engagement, including the staff and auxiliary workers of the Contractor and third parties, including the directors, partners, professional partners and subordinates of the Contractor. They may invoke these stipulations against the Client.

Article 2 - Applicability

2.1 These General Terms and Conditions apply to all Engagements or Agreements between the Client and the Contractor, or their legal successors, to all agreements arising from or connected with them and to all offers and quotations made by the Contractor.

2.2 The applicability of any general terms and conditions of the Client is expressly rejected by the Contractor.

2.3 Stipulations that deviate from these General Terms and Conditions are valid only if and in so far as the Contractor has confirmed them to the Client expressly and in writing. Unless expressly agreed otherwise in writing, these deviations from or additions to the General Terms and Conditions relate only to the Agreement concerned.

2.4 If any stipulation forming part of these General Terms and Conditions or of the Agreement should be null and void or is nullified, the Agreement will for the remainder continue in force as far as possible and the stipulation concerned will be replaced without delay by a stipulation that approximates the purport of the original stipulation as closely as possible.

2.5 If this Agreement is concluded electronically at a distance, the text of these General Terms and Conditions may be made available by electronic means.

2.6 The Contractor may amend or supplement the General Terms and Conditions. Amendments that are of minor importance in the context of the performance of the Engagement may be made at any time.

2.7 A Client with whom an Agreement has once been concluded under these General Terms and Conditions accepts the applicability of these General Terms and Conditions to later quotations from the Contractor and to Agreements between the Client and the Contractor.

Article 3 - Formation of the Agreement

3.1 The Agreement is formed and commences at the moment at which the Client confirms the Engagement, or if the Engagement is in fact performed. The confirmation of the Engagement is based on the information provided to the Contractor by the Client at that time. The confirmation is deemed to represent the Agreement correctly and in full.

3.2 If the Engagement has been given orally, or if the confirmation of the Engagement has not (yet) been received back signed, the Engagement is deemed to have been formed subject to these General Terms and Conditions at the moment at which the Contractor has started to perform the Engagement at the request of the Client.

Article 4 - Data and information

4.1 The Client must provide all data and information required by the Contractor, and the data and information that the Client may reasonably know the Contractor needs for the correct performance of the Engagement,

  • a) in good time,
  • b) in the form desired by the Contractor, and
  • c) in the manner desired by the Contractor.

4.2 The Client warrants the accuracy, completeness, reliability and lawfulness of the data and information provided to the Contractor by or on behalf of the Client, including where these are provided through third parties or originate from third parties, unless the nature of the Engagement dictates otherwise. The Client declares that it complies with legislation and regulations, including legislation and regulations on the processing of personal data. The Contractor is not liable for loss, of whatever nature, resulting from the data provided by the Client to the Contractor being incorrect and/or incomplete, nor for the provision of the data as such to the Contractor. The Contractor may destroy data and information that it receives from or on behalf of the Client and that are substantively contrary to privacy legislation without informing the Client of this.

4.3 The Client must inform the Contractor without delay of facts and circumstances that may be relevant in connection with the performance of the Engagement.

4.4 The Contractor is entitled to suspend the performance of the Engagement until the moment at which the Client has complied with the obligations referred to in the first, second and third paragraphs.

4.5 Additional costs, additional hours and other loss for the Contractor arising because the Client has not complied with the obligations referred to in the first, second or third paragraph are for the account and risk of the Client.

4.6 At the first request of the Client, the Contractor will return to the Client the original documents provided by the Client. The Client bears the costs of returning these documents.

Article 5 - Performance of the Engagement

5.1 The Contractor determines the manner in which and the person or persons by whom the Engagement is performed, while observing as far as possible the wishes made known by the Client.

5.2 The Contractor is entitled to have certain work performed by a person or third party to be designated by the Contractor, without notice to and without the express consent of the Client, if in the opinion of the Contractor this is desirable. In that context the Contractor is further entitled to pass on to that third party the (personal) data originating from the Client that are relevant to this work. For the purposes of the legislation within the meaning of the applicable privacy legislation, the third party engaged is regarded as a (sub-)processor. The Contractor warrants that the obligations resting on the Contractor under Article 10 of the Agreement will as far as possible also come to rest on that third party.

5.3 The Contractor will perform the work to the best of its ability and as a careful professional practitioner; the Contractor cannot, however, warrant that any intended result will be achieved.

5.4 The Engagement is performed with due regard for the applicable (professional) regulations and for what is required by or pursuant to the law. The Client cooperates at all times and in full with the obligations arising from this for the Contractor.

5.5 The Client is aware that under the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft) the Contractor:

  • a) may be obliged to carry out an investigation into the identity of the Client and/or the customer;
  • b) may be obliged to report certain transactions to the authorities established for that purpose by the government.

5.6 (Professional) regulations are understood to include in any event the Rules of Professional Practice (Reglement Beroepsuitoefening) of the Register Belastingadviseurs.

5.7 The Contractor excludes all liability for loss arising as a result of the Contractor complying with the legislation and (professional) regulations applicable to it.

5.8 In respect of the Engagement the Contractor keeps a working file containing copies of relevant documents, which file is the property of the Contractor.

5.9 The Contractor may use electronic means of communication. If so requested, the Client consents to the use by the Contractor of an electronic signature within the meaning of Section 3:15a of the Dutch Civil Code. During the performance of the Engagement the Client and the Contractor may communicate with each other by electronic means and/or use electronic storage (such as cloud applications). Except in so far as agreed otherwise in writing, the parties may assume that the sending of correctly addressed fax messages, emails (including emails sent over the internet) and voicemail messages is accepted by both of them, irrespective of whether these contain confidential information or documents relating to the Engagement. The same applies to other means of communication used or accepted by the other party.

5.10 The Client and the Contractor are not liable to each other for loss that may arise for one or each of them from the use of electronic means of communication, networks, applications, electronic storage or other systems, including but not limited to loss resulting from non-delivery or delayed delivery of electronic communications, omissions, distortion, interception or manipulation of electronic communications by third parties or by software or hardware used for sending, receiving or processing electronic communications, the transmission of viruses and the failure or defective functioning of the telecommunications network or other means required for electronic communication, except in so far as the loss is the result of intent or gross negligence. The foregoing applies equally to the use the Contractor makes of these means in its contacts with third parties.

5.11 In addition to the previous paragraph, the Contractor accepts no liability for any loss arising from or in connection with the electronic sending of (electronic) annual accounts and the digital filing of these with the Chamber of Commerce.

5.12 Both the Client and the Contractor will do or refrain from doing everything that may reasonably be expected of each of them to prevent the aforementioned risks from occurring.

5.13 The data extracts from the computer systems of the Contractor are decisive and constitute conclusive evidence of (the content of) the electronic communications sent by the Contractor and (the content of) the electronic communications received by the Contractor from or on behalf of the Client, all of this subject to proof to the contrary by the Client.

Article 6 - Deadlines

6.1 Deadlines within which work must be completed are strict deadlines only if this has been agreed in writing.

6.2 If the Client owes an advance payment or must make available data and information required for the performance of the Engagement, the deadline within which the work must be completed does not commence until the payment has been received in full by the Contractor or the data and information have been made available to the Contractor in full.

6.3 Unless it is established that performance is permanently impossible, the Agreement cannot be rescinded by the Client on the ground that a deadline has been exceeded, unless the Client, after the expiry of the agreed deadline, has notified the Contractor of a reasonable period within which to perform the engagement (in full) after all and the Contractor also then fails to perform the engagement or fails to perform it in full within the period notified.

Article 7 - Commencement, duration, notice of termination, rescission

7.1 The Agreement is entered into for an indefinite period, unless it follows from the content, nature or purport of the Engagement granted that it has been entered into for a definite period.

7.2 The Client and the Contractor may rescind the Agreement (prematurely) at any time subject to a notice period of 3 days, unless reasonableness and fairness preclude termination or termination at such notice. The rescission must be communicated to the other party by written notice of termination.

7.3 The Agreement may be rescinded (prematurely) by both the Contractor and the Client without observing a notice period in the event that the other party is unable to pay its debts or a receiver, administrator or liquidator has been appointed, the other party enters into a debt restructuring arrangement, or for any other reason ceases its activities, or if the other party reasonably considers it likely that one of the circumstances referred to above will arise on the part of the one party, or if a situation has arisen that justifies immediate termination in the interest of the terminating party.

7.4 In all cases of (premature) rescission the Contractor retains its claim to payment of the invoices for the work it has performed up to that time, whereby the Contractor, after receipt of payment, makes available to the Client, subject to reservation, the provisional results of the work performed up to that time.

7.5 If (premature) rescission is effected by the Client, the Contractor is entitled to compensation for the loss of occupancy arising on its side and to be substantiated by it and for additional costs that the Contractor has reasonably had to incur or must incur as a result of the early termination of the Agreement (such as, among other things, costs relating to any subcontracting), unless the rescission is based on facts and circumstances that are attributable to the Contractor.

7.6 If (premature) notice of termination is given by the Contractor, the Client is entitled to the cooperation of the Contractor in the transfer of work to third parties, unless that notice of termination is based on facts and circumstances that are attributable to the Client.

7.7 In so far as the transfer of the work entails additional costs for the Contractor, these are charged to the Client.

7.8 On termination of the Agreement each party must hand over to the other party without delay all goods, items and documents in its possession that are the property of that other party.

Article 8 - Intellectual property rights

8.1 All rights in respect of intellectual creations that the Contractor develops or uses in the performance of the engagement, including advice, working methods, (model) contracts, systems, system designs and computer programs, vest in the Contractor, in so far as they do not already vest in third parties.

8.2 Except with the express prior written consent of the Contractor, the Client is not permitted to reproduce, disclose or exploit the intellectual creations or their recording on data carriers, whether or not together with or through the involvement of third parties, without prejudice to the provisions of Article 9.4.

Article 9 - Confidentiality

9.1 The Contractor must keep the data and information provided by or on behalf of the Client confidential from third parties who are not involved in the performance of the engagement. This obligation does not apply in so far as the Contractor is under a statutory or professional duty of disclosure, including the obligations arising from the Wwft and other national or international regulations of comparable purport, or in so far as the Client has released the Contractor from the duty of confidentiality. This duty of confidentiality also covers the results obtained by processing the data provided.

9.2 The first paragraph does not prevent confidential consultation with colleagues within the organisation of the Contractor, in so far as the Contractor considers this necessary for the careful performance of the engagement or for careful compliance with a statutory or professional duty.

9.3 If the Contractor acts on its own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings, it is entitled to use the data and information of which it has become aware in the performance of the engagement in so far as, in its reasonable opinion, these may be relevant.

9.4 Except with the express prior written consent of the Contractor, the Client is not permitted to disclose or otherwise make available to third parties the content of advice, opinions or other statements of the Contractor, whether in writing or not, except in so far as this follows directly from the Agreement, is done in order to obtain an expert opinion on the work of the Contractor concerned, the Client is under a statutory or professional duty of disclosure, or if the Client acts on its own behalf in disciplinary, civil, arbitration, administrative or criminal proceedings.

9.5 The Contractor may make known the name of the Client and, in broad outline, the work performed to (commercial) contacts of the Contractor as an indication of the experience of the Contractor.

9.6 The Contractor may use the numerical results obtained after processing for statistical or comparable purposes, provided that those results cannot be traced back to individual clients.

9.7 With the exception of the provisions of the previous paragraphs, the Contractor is not entitled to use the information made available to it by the Client for any purpose other than that for which it was obtained.

Article 10 - Personal data

10.1 The Contractor acts as controller within the meaning of the applicable privacy legislation with regard to the personal data that it processes and exchanges in the context of the Agreement. If and in so far as the documents made available to the Contractor by the Client consist (in part) of personal data, the Contractor is to be regarded, with regard to the processing of those personal data, as the controller for all processing of the personal data from the moment the personal data are obtained up to and including the provision of personal data to the Client.

10.2 Unless the Client grants the Contractor an engagement in which only the personal data of the Client itself are processed, or the Client is a processor within the meaning of the privacy legislation, the Client is to be regarded, with regard to the processing of the personal data it has made available, as the controller within the meaning of the applicable privacy legislation, this for all processing by the Contractor.

10.3 In the event of joint controllership, the parties will each process the personal data with due care and in accordance with the privacy legislation applicable in the Netherlands and any applicable special legislation.

10.4 The Contractor will under no circumstances and in no way provide the personal data to third parties, unless such provision is necessary in the context of the performance of the Agreement or the Contractor is legally obliged to do so. Each party ensures that it provides the other party only with those personal data that the other party may receive under the applicable legislation.

10.5 In the event of joint controllership, the parties will both take (and where necessary adjust) the technical and organisational measures to safeguard the security of the personal data. In doing so the parties will take account of the state of the art, the costs of implementation and the nature, scope and context of the processing and the risks to the personal data and the data subjects.

10.6 In the event of a security incident in which personal data processed in the context of the Agreement have been lost or to which unauthorised persons may have gained access, the parties will inform each other as soon as possible after discovery and will consult on the approach to and handling of the incident. The approach will take account of the regulations on security incidents and the obligation to report data breaches applicable at that time.

10.7 The Client will inform data subjects, as referred to in Article 4(1) of the European General Data Protection Regulation (GDPR), of the processing of their personal data by the Contractor in the context of the performance of the Agreement, and in any event in accordance with Articles 13 and 14 GDPR.

10.8 The parties will each deal with a request or an objection from a data subject in accordance with the applicable privacy legislation, except in so far as the request relates to the processing of personal data in the context of work related to personnel, which is understood to mean services in the context of payroll processing. In that case the Client will deal with the request. If the request or objection relates to the personal data processed by the Contractor, the parties will consult on the response to such a request or objection.

10.9 In the context of the performance of the Agreement the parties will, where applicable, immediately notify each other of any investigation by the data protection authority or any other occasion that might lead to an intention on the part of the data protection authority to impose a fine or an order subject to a penalty payment with regard to the processing of the personal data.

10.10 In the event of changes in the processing of the personal data, in privacy legislation or in other relevant circumstances that affect the processing of the personal data, the parties will consult on any necessary amendment of the arrangements made concerning the processing of personal data.

10.11 The Contractor has placed a privacy statement on its website setting out which personal data are processed and for what purpose this takes place.

10.12 If the Contractor does not qualify as controller and the Contractor is to be regarded as a (sub-)processor, the parties will conclude a so-called (sub-)processing agreement. The (sub-)processing agreement then constitutes an addition to or deviation from these General Terms and Conditions as referred to in Article 2.3.

10.13 The definitions used in this article correspond to the definitions used in Article 4 GDPR.

Article 11 - Fees

11.1 The Client owes the Contractor a fee and reimbursement of costs incurred in accordance with the rates, calculation methods and working methods customary at the Contractor. The fee of the Contractor does not depend on the outcome of the work performed.

11.2 The Contractor is entitled to request an advance from the Client.

11.3 If, after the formation of the Agreement but before the Engagement has been performed in full, factors determining the rates, such as wages and/or prices, change, the Contractor is entitled to adjust the rate agreed earlier accordingly.

11.4 All rates are exclusive of VAT and other levies imposed by the government.

Article 12 - Payment

12.1 Payment must be made without any deduction, discount or set-off in Dutch currency by deposit or transfer into the bank account stated on the invoice within fourteen days of the invoice date. The day of payment is the day on which the amount owed is credited to the account of the Contractor. Objections to the amount of the invoice do not suspend the payment obligation of the Client.

12.2 If the Client has not paid within the period referred to in the first paragraph, or another period agreed between the parties, the Client is in default by operation of law and the Contractor is entitled to charge statutory interest and costs from that moment.

12.3 All costs arising from judicial or extrajudicial collection of the claim are for the account of the Client, including in so far as these costs exceed the costs awarded by the court. These are at least the costs on the principal sum in accordance with the Dutch Decree on compensation for extrajudicial collection costs of 1 July 2012 (Bulletin of Acts and Decrees 2012/141), with a minimum of € 375.

12.4 In the event of a jointly given Engagement, the Clients are jointly and severally liable for payment of the invoice amount and the interest and costs owed, in so far as the Engagement has been performed for the benefit of the joint Clients.

12.5 The Contractor reserves the right, including during the performance of an engagement, if in the opinion of the Contractor the financial position or payment record of the Client gives cause to do so, to require full or partial advance payment from the Client and/or the provision of security. The Contractor is entitled to suspend the performance of all its obligations.

Article 13 - Complaints

13.1 On pain of forfeiture of all claims, a complaint concerning the work performed or the invoice amount must be made known to the Contractor in writing within 30 days of the date of dispatch of the documents or information about which the Client complains, or, if the Client demonstrates that it could not reasonably have discovered the defect earlier, within 30 days of the discovery of the defect.

13.2 A complaint does not suspend the payment obligation of the Client, except in so far as the Contractor has indicated to the Client that it considers the complaint well founded.

13.3 In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or performing the work concerned again free of charge, or not performing (any more of) the engagement in whole or in part against a proportionate refund of the fee already paid by the Client.

Article 14 - Liability

14.1 The Contractor undertakes to insure itself, and to keep itself insured, in accordance with the rules of the Rules of Professional Practice (Reglement voor de Beroepsuitoefening, RBU) of the Register Belastingadviseurs against liability for loss resulting from the failure to perform Engagements or from performing them incorrectly, late or incompletely. At the first request of the Client, the Contractor must send the Client a copy of the policy conditions of this insurance free of charge.

14.2 Liability for compensation of loss suffered is limited to the amount actually paid out under the insurance referred to in paragraph 1, increased by the amount of the excess. If, for whatever reason and through no fault or act of the Contractor, no payment should be made under the insurance referred to in paragraph 1, all liability is limited to twice the amount that the Client has paid to the Contractor and/or still owes as a fee (exclusive of VAT), measured by the provisions of Article 11, in respect of the work to which the loss-causing event relates or with which it is connected, subject to a maximum of three hundred thousand euros (€ 300,000).

14.3 The Contractor is, however, not liable for:

  • loss arising for the Client or third parties that is the result of the provision of incorrect or incomplete data or information by the Client to the Contractor or that is otherwise the result of an act or omission of the Client, including the situation in which the Contractor is unable to file the annual accounts with the Chamber of Commerce within the statutory period as a result of an act or omission (on the part) of the Client;
  • loss arising for the Client or third parties that is the result of an act or omission of auxiliary persons engaged by the Contractor (not including employees of the Contractor), including where they work at an organisation affiliated with the Contractor;
  • business, indirect or consequential loss arising for the Client or third parties, including but not limited to stagnation in the normal course of business in the enterprise of the Client;
  • an (administrative) fine imposed on the Client by the supervisory authority, unless the loss is the result of intent or gross negligence on the part of the Contractor, in which case the liability of the Contractor is limited to the provisions of paragraph 2;
  • claims of data subjects against the Client, unless the loss is the result of intent or gross negligence on the part of the Contractor, in which case the liability of the Contractor is limited to the provisions of paragraph 2.

14.4 A further condition for liability is that the Client notifies the Contractor in writing immediately after discovering a failure. The Contractor is at all times entitled, if and in so far as possible, to undo or limit the loss of the Client by repairing or improving the defective product.

14.5 A claim for compensation of loss must be submitted to the Contractor no later than within twelve months after the Client discovered the loss or could reasonably have discovered it, failing which the right to compensation lapses.

14.6 The Client must hold the Contractor harmless and indemnify it against all claims of third parties, including shareholders, directors, supervisory directors and staff of the Client and affiliated legal entities and enterprises and others involved in the organisation of the Client, that arise from or are connected with the work of the Contractor for the Client, except in so far as these claims are the result of intent or gross negligence on the part of the Contractor.

14.7 The Client indemnifies the Contractor in particular against claims of third parties for loss caused by the Client providing the Contractor with incorrect or incomplete information, unless the Client demonstrates that the loss is not connected with culpable acts or omissions on its part, or that it was caused by intent or gross negligence on the part of the Contractor. Claims of third parties are also understood to include administrative fines imposed on the Contractor as a co-perpetrator of a tax default.

Article 15 - Limitation period

Except where these General Terms and Conditions provide otherwise, rights of action of the Client against the Contractor, on whatever ground, in connection with the performance of work by the Contractor lapse in any event one year after the moment at which the Client became aware or could reasonably have been aware of the existence of these rights.

Article 16 - Other provisions

  • 1. If the Contractor performs work at the premises of the Client, the Client will ensure a suitable workplace that complies with the statutory health and safety standards (ARBO) and with other applicable regulations on working conditions. In that case the Client must ensure that the Contractor is provided with office space and other facilities that in the opinion of the Contractor are necessary or useful for performing the Agreement and that comply with all (statutory) requirements to be set for them. With regard to (computer) facilities made available, the Client is obliged to ensure continuity, among other things by means of adequate back-up, security and virus-checking procedures.
  • 2. The Client will not engage or approach any employees of the Contractor involved in the performance of the work to enter the employment of the Client, whether or not temporarily and whether directly or indirectly, or to perform work directly or indirectly for the benefit of the Client, whether or not in salaried employment, during the term of the Agreement or any extension of it and for 12 months thereafter.

Article 17 - Choice of law and forum

17.1 Dutch law applies exclusively to all Agreements between the Client and the Contractor.

17.2 Unless the parties expressly agree otherwise in writing, all disputes connected with Agreements between the Client and the Contractor are submitted to the competent court in the place where the Contractor has its registered office.

17.3 By way of derogation from the previous paragraph, the Client and the Contractor may opt for another form of dispute resolution.

17.4 The Client may lodge a complaint with the Disciplinary Board (Raad van Tucht) of the Register Belastingadviseurs. In that case, before dealing with the complaint, the Disciplinary Board will propose to the parties that they reach a solution to the dispute through mediation.

Article 18 - Amendments

18.1 The Contractor is at all times authorised to amend these General Terms and Conditions.

18.2 Amendments will become binding on the Client only if the amended General Terms and Conditions have been filed with a Chamber of Commerce or with the registry of a district court and the Contractor has notified the Client of the amendments to the General Terms and Conditions and fourteen days have passed since the date of that notification without the Client having indicated to the Contractor in writing that it does not agree to the amendments.

These General Terms and Conditions were filed on 10 July 2018 under number 159/2018 with Rechtbank Midden-Nederland (Midden-Nederland District Court), Utrecht.