General Terms and Conditions – TaxSavers B.V.

(TaxSavers is the trading name of De BelastingBespaarders B.V.)

Article 1 – General / Definitions

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

1. a) Client: the party that instructs Assignee, as well as any affiliated company of Assignee to whom the execution of an Assignment is wholly or partly entrusted.
2. b) Assignee: De BelastingBespaarders B.V., having its registered office in the Netherlands, trading under the name TaxSavers (the “Assignee”), as well as any affiliated company of Assignee to whom the execution of an Assignment is wholly or partly entrusted.
3. c) Assignment / Agreement: the agreement of assignment (overeenkomst van opdracht) as referred to in Article 7:400 of the Dutch Civil Code (Burgerlijk Wetboek), under which Assignee undertakes towards Client to perform certain activities falling within the customary scope of a tax adviser. These activities include all activities for which the Assignment is given and all further activities resulting from, related to, or connected with the Assignment, including but not limited to:

advising on matters of a fiscal / tax law nature;

preparing and filing tax returns and related filings;

all of the foregoing in the broadest sense of the word.

1.2 All Assignments shall be accepted and performed exclusively by Assignee, with the express exclusion of the applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code, irrespective of whether the Client has explicitly or implicitly granted the Assignment with the intention that it be performed by a specific person or specific persons.

1.3 All provisions in these General Terms and Conditions are also made for the benefit of all persons who are or have been working for Assignee in connection with the execution of the Assignment, including employees, auxiliary staff, and third parties engaged by Assignee, including directors, partners, associates and subordinates. These persons may invoke these General Terms and Conditions against Client directly.

Article 2 – Applicability

2.1 These General Terms and Conditions apply to all Assignments / Agreements between Client and Assignee and their legal successors, as well as to all agreements resulting from and/or connected to them, and to all offers and/or quotations made by Assignee.

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

2.3 Deviations from these General Terms and Conditions are only valid if and insofar as explicitly confirmed by Assignee in writing. Unless explicitly agreed otherwise in writing, such deviations apply only to the relevant agreement.

2.4 If any provision of these General Terms and Conditions or the Agreement is void or annulled, the remaining provisions remain in force as much as possible. The invalid provision will be replaced without delay by a provision that approaches the intent of the original provision as closely as possible.

Article 3 – Formation of the Agreement

3.1 The Agreement between Assignee and Client is concluded at the moment Assignee accepts the Assignment verbally or in writing, or when Assignee commences execution of the Assignment in a manner that is recognisable to Client.

3.2 If Client is the initiating party and accepts an offer or quotation verbally or in writing, the Agreement shall be deemed concluded upon such acceptance.

3.3 If Client cancels the Assignment after Assignee has already commenced work, Assignee will cease work on the matter as soon as reasonably possible. However, Client remains obliged to pay all fees for work performed and all costs incurred by Assignee up to the moment of cancellation, in accordance with the Agreement and these General Terms and Conditions. Without prejudice to Article 4 (Right of Withdrawal) for consumers concluding the agreement remotely.

Article 4 – Right of Withdrawal

4.1 If Client is a consumer (a natural person not acting in the course of a profession or business) and the Agreement is concluded remotely (e.g. online or by telephone), Client has the right to withdraw from the Agreement within 14 days of the date of conclusion, without giving reasons.

4.2 To exercise the right of withdrawal, Client must inform Assignee of the decision to withdraw by means of an unambiguous statement (e.g. by email to info@taxsavers.nl or by post to Amsterdamseweg 71A, 1182GP Amstelveen). Client may use the statutory model withdrawal form, but is not obliged to do so.

4.3 The withdrawal period expires 14 days after the day on which the Agreement is concluded.

4.4 If Client explicitly requests Assignee to commence the services before the end of the withdrawal period, Client acknowledges that the right of withdrawal lapses once the services have been fully performed.

4.5 If Client exercises the right of withdrawal after Assignee has already commenced services at Client’s explicit request, Client shall owe Assignee a proportional fee for the services already performed at the time of withdrawal, compared to the full scope of the Agreement.

4.6 The right of withdrawal does not apply to Agreements for services that have been fully performed by Assignee, where performance commenced with Client’s prior explicit consent and acknowledgment that the right of withdrawal would be lost upon full performance.

Article 5 – Data and Information

5.1 Client shall provide all data and information requested by Assignee, and all data and information which Client reasonably should understand is necessary for proper execution of the Assignment:

1. a) in a timely manner;
2. b) in the form requested by Assignee; and
3. c) in the manner requested by Assignee.

5.2 Client guarantees the accuracy, completeness, reliability and lawfulness of all data and information provided by or on behalf of Client, including where such information is provided through or originates from third parties, unless the nature of the Assignment implies otherwise.

5.3 Client shall inform Assignee without delay of facts and circumstances that may be relevant to the execution of the Assignment.

5.4 Assignee is entitled to suspend performance of the Assignment until Client has fulfilled the obligations under paragraphs 1–3.

5.5 Additional costs, additional hours and other damage suffered by Assignee as a result of Client’s failure to comply with the obligations in paragraphs 1–3 shall be borne by Client.

5.6 Upon Client’s first request, Assignee shall return the original documents provided by Client.

5.7 Client is responsible for compliance with all applicable laws and regulations regarding the protection of personal data, including the lawful provision of personal data to Assignee and the making available of personal data relating to its employees, customers, clients or third parties. Assignee cannot be held liable for Client’s failure to comply correctly with such obligations.

5.8 If Client provides the results of the Assignment (including advice, reports, filings or correspondence) to any third party, Client must inform such third party that these General Terms and Conditions apply and must ensure that they are accepted by such third party.

Article 6 – Performance of the Assignment

6.1 Assignee determines the manner in which and by which person(s) the Assignment will be executed, while taking into account Client’s wishes as much as reasonably possible.

6.2 If Assignee wishes to engage third parties for Client’s account in the execution of the Assignment, Assignee shall only do so with Client’s approval.

6.3 Assignee shall perform the activities to the best of its abilities and as a careful professional; however, Assignee cannot guarantee that any intended result will be achieved.

6.4 The Assignment will be performed in accordance with applicable (professional) rules and regulations and statutory requirements. Client shall fully cooperate in meeting obligations arising therefrom.

6.5 Client acknowledges that under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme – Wwft) Assignee:

1. a) may be obliged to investigate the identity of Client and/or the customer; and
2. b) may be obliged to report certain transactions to the authorities appointed for that purpose.

6.6 For the purposes of these General Terms and Conditions, (professional) rules and regulations include in any event the Reglement Beroepsuitoefening of the Register Belastingadviseurs (RB).

6.7 Assignee excludes any liability for damage arising as a result of Assignee’s compliance with applicable legislation and (professional) rules and regulations.

6.8 Assignee shall maintain a work file containing copies of relevant documents, which file is the property of Assignee.

6.9 During execution of the Assignment, Client and Assignee may communicate by electronic mail at the request of either party. Client and Assignee are not liable towards each other for damage arising from the use of electronic mail. Both parties shall do what may reasonably be expected to prevent risks such as viruses and distortion.

6.10 In case of doubt about the content and/or sending of electronic mail, the data extracts from Assignee’s computer systems shall prevail.

Article 7 – Time Limits

7.1 Time limits for completion of activities are only binding deadlines if explicitly agreed in writing.

7.2 Unless agreed otherwise, Assignee may inform Client in a timely manner if completion within a stated timeframe is not feasible and provide an updated estimate.

7.3 If Client owes an advance payment or must provide data and information required for performance of the Assignment, the time period for completion will not commence until payment has been received in full and/or all data and information have been made available.

7.4 The Agreement cannot be dissolved by Client due to exceeding a time limit, unless after expiry of an agreed deadline Client has granted Assignee a reasonable further period to complete the Assignment and Assignee still fails to do so within that period.

Article 8 – Commencement, Duration, Termination, Dissolution

8.1 The Agreement is entered into for an indefinite period, unless the content, nature or scope of the Assignment implies that it is entered into for a definite period.

8.2 Client and Assignee may terminate the Agreement at any time with a notice period of three (3) days, unless reasonableness and fairness prevent termination or termination with such notice period. Termination must be communicated in writing.

8.3 The Agreement may be terminated with immediate effect by registered letter by either party, without observing a notice period, if the other party is unable to pay its debts, a trustee/administrator/liquidator is appointed, debt restructuring applies, the other party ceases its activities, or if circumstances arise that justify immediate termination in the interest of the terminating party.

8.4 In all cases of (interim) termination, Assignee retains the right to payment of invoices for work performed up to that moment. After receipt of payment, Assignee shall, subject to reservation, make the provisional results available to Client.

8.5 If termination is initiated by Client, Assignee is entitled to compensation for demonstrable loss of capacity (bezettingsverlies) as well as additional costs that Assignee reasonably had to incur or must incur as a result of early termination (including subcontracting costs), unless the termination is based on facts attributable to Assignee.

8.6 If termination is initiated by Assignee, Client is entitled to Assignee’s cooperation in transferring activities to third parties, unless termination is based on facts attributable to Client.

8.7 If transfer of activities causes additional costs for Assignee, such costs shall be charged to Client.

8.8 Upon termination, each party shall immediately return to the other party all goods, property and documents belonging to the other party.

Article 9 – Intellectual Property Rights

9.1 All rights relating to intellectual property developed or used by Assignee in connection with the Assignment, including advice, methods, (model) contracts, systems, system designs and computer programs, belong to Assignee insofar as such rights do not already belong to third parties.

9.2 Without Assignee’s explicit prior written consent, Client is not permitted to reproduce, publish or exploit such intellectual products or their recording on data carriers, whether alone or with involvement of third parties, without prejudice to Article 10.4.

Article 10 – Confidentiality and Exclusivity

10.1 Assignee is obliged to keep confidential towards third parties not involved in execution of the Assignment, all data and information provided by or on behalf of Client. This obligation does not apply insofar as Assignee is legally or professionally obliged to disclose such information, including obligations arising from the Wwft or similar national/international regulations, or insofar as Client has released Assignee from the duty of confidentiality. Confidentiality also applies to results obtained through processing such information.

10.2 Paragraph 1 does not prevent confidential consultation within Assignee’s organisation insofar as Assignee considers this necessary for careful execution of the Assignment or fulfilment of legal/professional obligations.

10.3 If Assignee acts for itself in disciplinary, civil, arbitration, administrative or criminal proceedings, Assignee is entitled to use the data and information obtained during execution insofar as relevant in Assignee’s reasonable opinion.

10.4 Without Assignee’s explicit prior written consent, Client is not permitted to publish or otherwise make available to third parties the content of advice, opinions or other communications of Assignee, whether written or not, except insofar as:

this follows directly from the Agreement;

this is done to obtain an expert opinion regarding the relevant work;

Client has a legal/professional obligation to disclose; or

Client acts for itself in disciplinary, civil, arbitration, administrative or criminal proceedings.

10.5 Assignee is entitled to mention Client’s name and broadly describe the activities performed to Assignee’s (commercial) relations as an indication of experience.

10.6 Assignee is entitled to use anonymised numerical outcomes for statistical or comparable purposes, provided such outcomes cannot be traced back to individual clients.

10.7 Except as provided above, Assignee is not entitled to use the information provided by Client for any purpose other than the purpose for which it was obtained.

10.8 The Assignment is executed exclusively for Client. Third parties are not permitted to derive any rights from the content of the work performed and/or the results thereof.

Article 11 – Personal Data

11.1 In the context of an Assignment granted by Client or in order to comply with legal obligations resting on Assignee, Assignee may process personal data relating to Client and/or persons connected to or working for Client.

11.2 For the purpose of optimising services to Client and for contacting Client and/or persons connected to or working for Client with information regarding services of Assignee and third parties, Assignee may process personal data.

11.3 Processing of personal data by Assignee will take place in accordance with applicable laws and regulations on personal data protection.

Article 12 – Fees

12.1 Client owes Assignee a fee and reimbursement of costs in accordance with Assignee’s customary rates, calculation methods and working procedures.

12.2 Assignee is entitled to request an advance payment from Client.

12.3 If after conclusion of the Agreement but before full completion of the Assignment, rate-determining factors (such as wages and/or prices) change, Assignee is entitled to adjust the agreed rates accordingly.

12.4 All rates are exclusive of VAT and other government-imposed levies.

Article 13 – Payment

13.1 Payment must be made without any deduction, discount or set-off in euros by transfer to the bank account stated on the invoice within fourteen (14) days of the invoice date. The date of payment is the date the amount is credited to Assignee’s account. Objections to the invoice amount do not suspend Client’s payment obligation.

13.2 If Client fails to pay within the payment term, Client is in default by operation of law and Assignee is entitled to charge statutory interest from that moment.

13.3 Client must reimburse all reasonable extrajudicial and judicial (collection) costs incurred by Assignee, also insofar as such costs exceed any court-ordered procedural cost award, unless Assignee is ordered to pay costs as the losing party.

13.4 In the event of a jointly granted Assignment, Clients are jointly and severally liable for payment of the invoice amount and the interest and costs due.

13.5 Assignee reserves the right, also during execution of an Assignment, to require full or partial advance payment and/or security if the financial position or payment behaviour of Client gives cause to do so, failing which Assignee may suspend performance of its obligations.

Article 14 – Complaints / Claims

14.1 Complaints regarding performed activities or invoice amounts must be submitted in writing within 30 days after dispatch of the relevant documents or information, or, if Client demonstrates it could not reasonably have discovered the defect earlier, within 30 days after discovery, failing which all claims lapse.

14.2 Complaints do not suspend Client’s payment obligation unless Assignee has informed Client that the complaint is justified.

14.3 In case of a justified complaint, Assignee may choose between adjustment of the fee, performing improvements free of charge, re-performing the relevant activities, or wholly/partly no longer performing the Assignment against proportionate restitution of the fee already paid.

Article 15 – Liability

15.1 Assignee undertakes to be insured and remain insured in accordance with the rules of the Reglement Beroepsuitoefening (RBU) of the Register Belastingadviseurs (RB) against liability for damage resulting from failure to execute Assignments properly, timely or fully. At Client’s first request, Assignee shall send a copy of the policy terms free of charge.

15.2 Liability is limited to the amount actually paid out under the insurance referred to in paragraph 1, increased by the amount of the deductible. If for any reason, without fault of Assignee, no payment is made under such insurance, any liability is limited to twice the amount of the fee (excluding VAT) paid and/or payable by Client for the activities to which the damage relates, up to a maximum of €300,000.

15.3 The limitation in paragraph 2 does not apply insofar as the damage is the result of intent or gross negligence of Assignee.

15.4 Assignee is not liable for:

1. a) damage suffered by Client or third parties resulting from incorrect/incomplete data or information provided by Client;
2. b) damage suffered by Client or third parties resulting from acts or omissions of auxiliary persons engaged by Client or Assignee (excluding Assignee’s employees), even if working for an affiliated organisation;
3. c) trading losses, indirect losses or consequential damage.

15.5 A claim for compensation must be submitted no later than twelve (12) months after Client discovered or reasonably could have discovered the damage, failing which the right to compensation lapses.

15.6 Client shall hold Assignee harmless and indemnify Assignee against all third-party claims (including shareholders, directors, supervisory board members and employees of Client and affiliated legal persons and companies and others involved in Client’s organisation) arising from or connected with Assignee’s activities for Client, except insofar as these claims are the result of Assignee’s intent or gross negligence.

15.7 Client indemnifies Assignee in particular against claims by third parties due to damage caused because Client provided incorrect or incomplete information to Assignee, unless Client proves the damage is unrelated to culpable conduct by Client or is caused by Assignee’s intent or gross negligence. Third-party claims also include administrative fines imposed on Assignee as co-perpetrator of a fiscal offence.

Article 16 – Limitation / Expiry Period

16.1 Unless otherwise provided in these General Terms and Conditions, any rights of claim of Client against Assignee in connection with the performance of activities by Assignee lapse in any event one (1) year after the moment Client became aware or could reasonably have become aware of the existence of such rights.

Article 17 – Governing Law and Jurisdiction

17.1 All Agreements between Client and Assignee are governed exclusively by Dutch law.

17.2 Unless expressly agreed otherwise in writing, all disputes relating to Agreements between Client and Assignee shall be submitted to the competent court in Amsterdam, the Netherlands.

17.3 Notwithstanding paragraph 2, Client and Assignee may opt for an alternative form of dispute resolution.

17.4 Client may file a complaint with the Disciplinary Board (Raad van Tucht) of the Register Belastingadviseurs (RB). Before handling the complaint, the Board may propose that the parties attempt to resolve the dispute through mediation.

Article 18 – Amendments

18.1 Assignee is entitled to amend these General Terms and Conditions at any time.

18.2 Amendments shall only be binding on Client if the amended General Terms and Conditions have been deposited with the Chamber of Commerce (Kamer van Koophandel) and/or with the registry of a competent Dutch court, and Assignee has notified Client of the amendments, and fourteen (14) days have passed after the date of such notification without Client objecting in writing.