Terms & Conditions

General Terms and Conditions (August 2025)

These General Terms and Conditions have been drawn up in Dutch and English. In case of conflict, the Dutch version shall take precedence.

General

1. Any assignment is accepted and will be carried out by FirmNL ("FNL"), even if it is the express or implied intention that an instruction will be performed by a specific person. Sections 404 and 407(2) of Book 7 of the Dutch Civil Code are hereby expressly excluded.

2. FirmNL shall, where reasonable grounds exist, consult with Client when involving third parties and shall exercise due care when selecting third parties. FirmNL shall not be held liable for the shortcomings of these third parties and is authorized to accept any (general) terms and conditions including any possible limitation of liability with regard to the third parties that it has involved without prior consultation.

3. FirmNL will take appropriate measures to protect the confidential information and personal data and inform the third parties and employees to be engaged by it about the confidential nature of the information.

4. Client authorizes FirmNL to discuss with and to disclose information, including tax return information, to Client’s agents, representatives, administrators or professional advisors, their respective officers, directors or employees, and other parties as Client may direct.

5. All stipulations in these General Terms and Conditions have been created for the benefit of not only FNL but also third parties, including but not limited to: shareholders, directors, supervisory directors, all persons employed by FNL, all persons engaged by FNL in the performance of any instruction, and all persons for whose acts or omissions FNL might be held liable.

Responsibility FNL

6. FNL may provide Client with information of significant (Dutch) tax issues which FNL believes may be of interest to Client. Such information relates to generic issues and FNL has no duty to act on that information, unless Client specifically instructs FNL to do so and FNL accepts that instruction in writing.

7. Some matters on which FNL advises its client, may have personal tax repercussions for (managing) directors, employees or other persons. FNL will not be liable for such consequences, unless Client expressly instructs FNL to advise on these issues and FNL accepts that instruction in writing.

8. FNL assumes no responsibility or liability for:

• changes of fact or circumstance that FNL took into account while rendering services and which changed before Client acted upon advice by FNL, unless client notified FNL timely about such changes;
• changes in applicable Dutch tax legislation, regulations and jurisprudence and the interpretations thereof after FNL has completed its work, even if such changes have retroactive effect;
• for conformity of Dutch tax laws with EU law, unless Client has specifically instructed FNL to advise on such conformity in writing;
• the ongoing monitoring of any arrangements or agreements in which FNL may have been involved in setting up, unless Client specifically instructs FNL to do so and FNL accepted that instruction in writing; and,
• any consequence arising from untimely, incomplete, inaccurate or deceptive information provided by Client or his representatives, including the forwarding of any letters, notifications etc. from tax authorities.

Responsibility Client

9. FNL expects that Client or his representatives provides timely, accurate and complete information and reasonable assistance. FNL will perform its services on that premise. If Client or his representatives fails to provide complete or truthful information, including transactions, FNL will inform the authorities and cooperate in their investigation without any obligation to refund any moneys paid.

10. The client will inform FNL if it is to acquire a direct or indirect controlling interest in another company, so that parties may discuss whether FNL should also render services to that company.

11. Client is (and remains) responsible for

• the nature and scope of the assignments which it provides FNL;
• the judgment of the services provided by FNL and the decision-making process regarding the consequences of the actions based on (the results of) our services;
• ensuring that within Client’s organization, the decision-making process takes place by qualified individuals and in accordance with internal control measures; and,
• understanding and agreeing with the various amounts, computations and statements made in the tax returns before they are filed with the taxing authorities.

Duty to Notify - Complaints

12. In the event of not being satisfied with a service provided by FNL, Client shall notify FNL in writing at the earliest opportunity and in any event within two weeks from the date of invoice. If a complaint, so notified, is not resolved to Client's satisfaction, Client shall bring legal proceedings against FNL within twelve months from notification or lose the right to rely on the (facts underlying the) complaint in any proceedings. A complaint, or notification thereof, shall not affect Client's obligation to pay outstanding invoice(s) without any right to deferral or set-off against FNL.

13. If a complaint concerns the amount or content of an invoice and Client notifies FNL in writing within two weeks of the date of invoice, FNL will provide an explanation without cost. After that period, the costs may be charged to Client.

Limitation of liability

14. If FNL is liable for damage to persons or property, or if in the course of an assignment an event occurs that could lead to liability on the part of FNL, such liability is limited to the amount that is paid out in that specific case under the insurance of FNL, increased by the amount of the applicable deductible (eigen risico).

15. If, for whatever reason, no amount is paid out under FNL’s insurance, the liability of FNL shall be limited to the lowest of i) the total fees charged by FNL to Client in the calendar year in which the liability occurred or ii) the total amount of fees charged to Client by FNL directly related to the claim-causing event.

16. No claim for damages can be brought after one year from the day following that on which the client has or should have become aware of the damage and FNL as the party liable for it.

Third party claims

17. Client indemnifies FNL against all third-party claims that arise from or are in any way connected to the instruction from Client and/or the services performed for Client. This indemnification includes the costs of legal counsel. Third parties include but are not limited to shareholders, directors, supervisory directors and employees of Client as well as affiliated legal entities.

18. FNL is providing its services solely for the use and benefit of and pursuant to a relationship exclusively with Client. FNL has no contractual or other responsibility to third parties based upon its services, advice or any deliverable.

Default by Client

19. Client shall, without any right to deferral, discount, or set-off and within the agreed term of payment as stipulated in the relevant invoice(s), pay such amount(s) as FNL has issued (an) invoice(s) for. Client’s failure to comply with a relevant term(s) of payment shall cause Client to ipso jure be in default (verzuim). Client shall owe FNL the commercial interest accruing on the outstanding amount(s) at the statutorily prescribed rate. Client shall furthermore reimburse FNL for any extrajudicial collection costs the latter incurred. If a claim has to be handed over to a collection agent, the collection costs amount to at least 15% of the invoice with a minimum of € 150.

Choice of Forum and Applicable Law

20. The legal relationship between FNL and Client, as well as those who use FNL's services, is exclusively governed by Dutch law. Disputes will be settled exclusively by the competent court in Gelderland (NL). FNL is free to bring proceedings before another competent court in the EU.