GENERAL TERMS AND CONDITIONS OF NALOG.NL B.V. DATED 02.01.2023
Article 1. DEFINITIONS
The definitions stated below in capital letters have the following meaning in the context of these general terms and conditions:
- Documents: all information or data made available by the Client to the Contractor; all data produced or collected by the Contractor in the context of the execution of the Assignment/Agreement; and all other information of any relevance for the execution or completion of the Assignment. The aforesaid information can be stored in tangible or intangible data carriers, whether or not placed with third parties;
- Employee: a natural person employed by or associated with the Contractor, whether or not on the basis of an employment contract;
- Assignment/Agreement: the agreement for the provision of services, under which the Contractor undertakes towards the Client to execute specified Work;
- The Client: the natural person or the legal entity who/which has provided the Contractor with the Assignment to execute Work;
- The Contractor: Nalog.nl B.V. All Assignments are exclusively accepted and executed by the firm, not by or on account of an individual Employee, even if the Client has provided the Assignment expressly or tacitly for the purpose of execution thereof by a specific Employee or specific Employees. The applicability of Sections 404, 407 subsection 2 and 409, Book 7 of the Civil Code is expressly excluded;
- Work: all work to be executed by the Contractor for the benefit of the Client for which an Assignment is provided and which has been accepted by the Contractor.
Article 2. APPLICABILITY
- These general terms and conditions apply to: all offers, Assignments, legal relationships and Agreements, by whatever name, for which the Contractor undertakes/will undertake to execute Work for the Client.
- Derogations from, or addendums to, these general terms and conditions, shall only be valid if these have been expressly agreed in writing in, for example, an Agreement (in writing) or in (a further) confirmation of the Assignment.
- If any provision in these general terms and conditions and the separate Agreement or the Assignment confirmation letter were to conflict, the provision set out in the separate Agreement or Assignment confirmation letter shall be applicable as regards the contradiction.
- These General terms and conditions also apply to any additional or subsequent Assignments.
- The applicability of the general terms and conditions of the Client is hereby expressly rejected by the Contractor. By ordering the Assignment orally or in writing, the Client accepts these General terms and conditions to the exclusion of any General Terms and Conditions of the Client.
- Natural persons and legal entities that are involved in the provision of service to the Client by or on behalf of the Contractor, directly or indirectly or in any manner whatsoever, whether or not on the basis of an employment contract, can rely on these general terms and conditions.
Article 3. CLIENT DATA
- The Client will be obliged to make all Documents that the Contractor in his/her opinion requires for the correct execution of the Assignment, available to the Contractor in the required form, in the required manner and in a timely manner. The Contractor will determine what must be taken to mean by the required form, the required manner and a timely manner.
- The Client guarantees the accuracy, the completeness and the reliability of the Documents provided by the Client, also if these originate from third parties.
- The Client indemnifies the Contractor against any loss or damage resulting from inaccurate or incomplete Documents including but not limited to third party fees and/or additional hours required to execute an assignment.
- The extra costs incurred by the Contractor and extra hours worked by the Contractor, as well as the further loss or damage suffered by the Contractor, due to not, not in a timely manner, or not properly providing by the Client of the Documents necessary for the execution of the Work, will be at the Client’s risk and expense.
- In the event of electronic sending by the Contractor of information including, but not limited to tax returns, annual accounts, reports of (and on the orders of) the Client to third parties, the Client will be regarded as the party that signs and sends the information concerned.
- The Contractor has the right to suspend the execution of the Assignment until the time when the Client has fulfilled the obligations referred to in the first subclause.
- The Contractor will, upon first request in writing from the Client, return to the Client the original Documents provided by the Client. The procedure for returning documents is defined in Annex 3 to the General Terms and Conditions.
Article 4. EXECUTION OF THE ASSIGNMENT
- The order for the Assignment can be placed by the Client by several means, including but not limited to, order on the web-page Nalog.nl, e-mail, phone call, messengers and other means of communication.
- The Agreement is established and commences the moment the Client confirms the Assignment, or when the Assignment is actually carried out. The confirmation of the Assignment is based on the information provided by the Client to the Contractor at the time. The confirmation is deemed to represent the Agreement correctly and completely and can be provided either orally or in writing.
- If the Assignment has been issued orally, the Assignment is deemed to have been concluded subject to the applicability of these General Terms and Conditions at the moment that the Contractor, at the request of the Client, with the execution of the Assignment has started.
- The Contractor determines the manner in which the Assignment will be executed and by which Employee(s).
- The Contractor will carry out the work according to the best performance ability and as a diligent practitioner; However, the Contractor cannot guarantee the achievement of any intended result.
- The Assignment is performed with due observance of the applicable regulations and what is required by or pursuant to the law. The Client shall always and fully cooperate with the obligations arising from this.
- If the executed Assignment requires approval by the Client, such approval must be provided within 5 business days from the date of sending the data for approval, but, in the case of reporting, according to Annex 2. The Work is deemed to be accepted upon such approval if it is required according to the Assignment. In all other cases, the Assignment is deemed to be finished when the agreed scope of Work is fulfilled by the Contractor. In all other cases, the Assignment is considered completed when the Contractor performs the agreed amount of Work,
- The Client is aware that the Contractor pursuant to the Money Laundering and Terrorist Financing Prevention Act (Wwft):
- a) may be obliged to conduct an investigation into the identity of the Client;
- b) may be required to report certain transactions to government authorities.
- The Contractor excludes any liability for damage arising as a result of the Contractor’s compliance with the laws and (professional) regulations applicable to it.
- The Contractor will maintain a work file with regard to the Assignment containing copies of relevant documents, which is the property of the Contractor.
- The Contractor has the right to have Work executed by a third party to be appointed by the Contractor.
Article 6. INTELLECTUAL PROPERTY
- The execution of the Assignment by the Contractor does not include the transfer of intellectual property rights that are vested in the Contractor. All intellectual property rights arisen during, or ensuing from, the execution of the Assignment belong to the Contractor.
- The Client is expressly prohibited from reproducing, publishing or utilising the products which the Contractor’s intellectual property rights are vested in, or as the case may be the products intellectual property rights are vested in with regard to the use of which the Contractor has acquired the rights of use. This concerns for example (but is not limited to): computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros, and other intellectual work.
- The Client is not permitted to provide the products referred to in the second subclause to third parties without prior permission in writing from the Contractor.
Article 7. FORCE MAJEURE
- If parties cannot, not in a timely manner, or not properly fulfil the obligations under the Agreement resulting from force majeure within the meaning of Section 75, Book 6 of the Civil Code, these obligations will be suspended until the time when parties will be able to fulfil these in the agreed manner.
- In the event that the situation occurs as referred to in the first subclause, parties will have the right to terminate the Agreement, wholly or in part, in writing and with immediate effect, without the right to any compensation existing.
- If at the occurrence of the force majeure situation the Contractor has already partially fulfilled the agreed obligations, the Contractor will be entitled to in the interim separately invoice the executed Work, and the Client must pay this invoice as if it concerned a separate transaction.
Article 8. FEE AND COSTS
- The Work executed by the Contractor will be charged to the Client, on the basis of time spent and costs incurred, unless parties have agreed expressly otherwise such as, for example, payment of a fixed price. The payment of the fee will not be depending on the result of the Work, unless agreed otherwise in writing.
- In addition to the fee, the expenses incurred by the Contractor and the invoices of third parties engaged by the Contractor will be charged to the Client.
- The Contractor has the right to require a 100% advance payment from the Client. The failure to make the advance payment (in a timely manner) may be a reason for the Contractor to suspend the Work or reduce to execute an Assignment.
- If after the coming into effect of the Agreement, but before the Assignment is entirely executed, fees or prices are changed, the Contractor will be entitled to adjust the agreed rate accordingly.
- If required by law, the turnover tax (“omzetbelasting”) will be charged separately on all amounts owed by the Client to the Contractor.
Article 9. PAYMENT
- Payment by the Client of the amounts owed to the Contractor must take place, without the Client having any right to any deduction, reduction, suspension, or setoff, within 14 days after the invoice date, unless agreed otherwise. The day of payment is the day the amount owed is credited to the account of the Contractor.
- If the Client has not paid within the period referred to in the first subclause, the Client will be in default by operation of law and the Contractor will be entitled to charge the statutory (commercial) interest from that time.
- After the payment deadline has passed, the Contractor will send reminders of payment, for the third reminder the Contractor is entitled to payment of administrative costs by the Client according to the time spent on preparing reminders. If the Client has not paid within the period referred to in the first subclause, the Client will be obliged to pay all judicial and extrajudicial (collection) costs actually incurred by the Contractor. The reimbursement of the costs incurred will not be limited to any order to pay costs determined by the court.
- In the event of a jointly provided Assignment the Clients will be jointly and severally liable for the payment of the invoice amount and the interest and costs owed.
- If the financial position or the payment record of the Client gives cause for this in the opinion of the Contractor, or if the Client omits to make an advance payment, or to pay an invoice within the payment term set out for this, the Contractor will be entitled to require that the Client promptly provides (additional) security in a form to be determined by the Contractor. If the Client omits to provide the required security, the Contractor will be entitled, without prejudice to the Contractor’s other rights, to immediately suspend further performance of the Agreement, and all that which the Client owes to the Contractor on whatsoever basis, will be immediately due and payable.
Article 10. PERIODS/TERMS
- If a period/term has been agreed between the Client and the Contractor within which the Assignment must be executed and the Client omits to: (a) make an advance payment — if agreed — or (b) make the necessary Documents available in a timely manner, completely, in the required form and in the required manner, the Client and the Contractor will enter into consultation regarding a new period/date within which the Assignment must be executed.
- Periods/terms within which the Work must be completed are only to be deemed to be a final deadline if this has been agreed expressly and in so many words (in writing) between the Client and the Contractor.
Article 11. LIABILITY AND INDEMNITY
- The Contractor shall be liable in the amount of penalties for missed reporting deadlines if the deadlines were missed due to the fault of the Contractor. The Contractor will not be liable for any loss or damage on the part of the Client which arises due to the fact that the Client has provided no, inaccurate or incomplete Documents to the Contractor, or due to the fact that these have not been provided in a timely manner. This also includes the situation in which the Contractor is unable to file reports within the statutory period as a result of acts or omissions (on the part) of the Client.
- The Contractor will not be liable for any indirect loss or damage, such as: lost profit, lost savings, loss due to business interruption and any other consequential loss, or indirect loss or damage, which is the result of no, or not in a timely manner, or unsatisfactory, performance by the Contractor.
- The liability on the part of the Contractor is limited to compensation of direct loss or damage that is the direct result of (a connected series of) attributable failure(s) in the execution of the Assignment. Direct loss or damage is — inter alia — taken to mean: the reasonable costs incurred to establish the cause and extent of the damage; the reasonable costs incurred to ensure that the Contractor’s performance complies with the Agreement, and the reasonable costs incurred for the prevention and limitation of the damage.
- This liability is limited for all Services to a maximum of once the fee for the Work executed.
- The limitations of liability included in this article do not apply if and in so far as there is intent or wilful recklessness on the part of the Contractor or its managerial staff (“leidinggevend management”).
- The Client is obliged to take measures to limit loss or damage. The Contractor has the right to remedy or limit loss or damage by means of repairing or improving the executed Work.
- The Client indemnifies the Contractor against any claims by third parties on account of loss or damage caused due to the fact that the Client has not provided Documents or inaccurate or incomplete Documents to the Contractor.
- The Client will indemnify the Contractor against any claims by third parties (including Employees of the Contractor and third parties engaged by the Contractor) who suffer loss or damage related to the execution of the Assignment, which is the result of the acts or omissions on the part of the Client.
- The provisions of subclauses 1 up to and including 8 of this article relate to the contractual as well as the non-contractual liability of the Contractor to the Client.
- Claims for work performed or the amount of the invoice must be made within 30 days after the date of dispatch of documents or information. After this deadline the right to all claims disappears, or, if the customer can reasonably prove that he could not have known about the defects in the work earlier, he can inform the contractor about them in writing within 30 days after discovery. The claim does not exempt the Client from the obligation to pay the invoices on time.
Article 12. TERMINATION
- The Client may at any time terminate the Agreement (in the interim) with immediate effect without observing a notice period, by means of a notice in writing to the other party. If the Agreement terminates before the Assignment is completed, the Client will owe the fee in accordance with the hours stated by the Contractor for Work executed for the benefit of the Client.
- If the Client terminates the Agreement, the Contractor will have the right to reimbursement of additional costs that the Contractor has already incurred; and costs ensuing from any cancellation of engaged third parties (such as — inter alia — any costs with regard to subcontracting).
- The Contractor may at any time terminate the Agreement (in the interim) with immediate effect without observing a notice period, by means of a notice in writing to the other party in the following cases:
- After the conclusion of this Agreement the Contractor obtains information that gives reason to believe that the Client is not able to fulfil his/her obligations under this Agreement;
- Violation by the Client of the obligation to pay for services for more than 30 days;
- Client’s bankruptcy or suspension of payments;
- Liquidation of the Client (if legal entity);
- Limitation of the legal capacity or death of the Client (individual);
- Receipt by the Contractor of information that gives grounds to believe that the Client carries out its activities in violation of the legislation of the Netherlands, including anti-money laundering regulations (Wet ter voorkoming witwassen en financiering terrorisme (Wwft)) or non-compliance of the Client with the Contractor’s internal policy on prevention of money laundering and terrorist financing.
- As a result of the termination of the Agreement, all benefits or individual arrangements with government authorities that have been granted to the Client in connection with the Contractor’s role as intermediary will be nullified.
Article 13. RIGHT OF SUSPENSION
- The Contractor will be entitled to suspend the fulfillment of his/her obligations, including the handing over of Documents or other items to the Client or third parties, until the time that all due and payable claims against the Client have been paid in full.
Article 14. EXPIRY PERIOD
In so far as these general terms and conditions do not determine otherwise, rights of claim and other entitlements of the Client on whatsoever basis against the Contractor related to the execution of Work by the Contractor will lapse, in any event after one year from the time when the Client knew about or reasonably could have known about the existence of these rights and entitlements.
Article 15. ELECTRONIC COMMUNICATION AND ELECTRONIC FILING OF THE TAX RETURNS AND OTHER REPORTS
- During the execution of the Assignment the Client and the Contractor can communicate with each other by means of electronic resources and/or make use of electronic storage (such as Cloud applications). Unless agreed otherwise in writing, parties may assume that the sending of correctly addressed fax messages, emails (including emails sent through the internet), and (voicemail) messages, regardless of whether these contain confidential information or Documents related to the Assignment, will be mutually accepted. The same applies to other means of communication used or accepted by the other party.
- The Client and the Contractor will not be liable towards each other for loss or damage that might ensue for one or both of them, resulting from the use of electronic means of communication, networks, applications, electronic storage, or other systems, including — but not limited to – loss or damage resulting from non-delivery or delay of delivery of electronic communication, omissions, distortion, interception, or manipulation of electronic communication by third parties or by software/equipment used for sending, receiving or processing of electronic communication, the transmission of viruses and the not, or not properly, functioning of the telecommunication network or other resources required for electronic communication, except to the extent that the loss or damage is the result of intent or gross negligence. The above also applies to the use that the Contractor makes thereof in its contact with third parties.
- In addition to the previous subclause the Contractor does not accept any liability for any loss or damage arisen due to or related to the electronic sending of (electronic) tax returns and other reports.
- The Client as well as the Contractor will do or omit all that can reasonably be expected from each of them to prevent the occurrence of aforesaid risks.
- The data extracts from the sender’s computer system will provide conclusive evidence of (the contents of) the electronic communication sent by the sender until proof to the contrary has been provided by the recipient.
Article 16- PRIVACY
- Contractor respects the privacy of the Client. Contractor handles and processes all personal data provided in accordance with the applicable legislation, specifically the Personal Data Protection Act (Wet Bescherming Persoonsgegevens). The Counterparty agrees with this handling. Contractor applies appropriate security measures for the protection of personal data of the Counterparty.
- Contractor will use the personal data of the Client exclusively for the performance of the Agreement or to deal with a complaint.
Article 17. MISCELLANEOUS PROVISIONS
- The Client will not employ or approach Employees involved in the execution of the Work, to take up employment with the Client, whether or not temporarily, directly or indirectly, or to execute work for the benefit of the Client, directly or indirectly, whether or not in salaried employment, during the term of the Agreement or any extension thereof and during 12 months thereafter.
- These general terms and conditions have been drawn up in English as well as the Russian language. In the event of a difference or conflict between the English and the Russian text, the English text will be binding.
- The Agreement is governed by Dutch law.
- All disputes will be resolved by the competent court in the district in which the Contractor is established.
- The Сontractor shall have the right to amend these Terms and conditions. These amendments will take effect on the announced effective date. The Contractor shall send the amended terms and conditions to the client in a timely manner.
- If any provisions of these general terms and conditions or of the underlying Assignment/Agreement might be wholly or in part null and void and/or invalid and/or unenforceable as a result of any statutory regulation, judicial decision, or otherwise, this will have no consequences whatsoever for the validity of all other provisions of these general terms and conditions or the underlying Assignment/Agreement.
ANNEX 1 TO THE GENERAL TERMS AND CONDITIONS OF NALOG.NL. SUBMISSION OF DOCUMENTS
If the Client has to provide the documents to the Contractor in order to fulfill the Assignment, the transfer of documents shall be executed as follows:
- The Contractor accepts documents in electronic form only. Paper documents left at the Contractor’s office or transmitted by postal services will not be processed by the Contractor.
- All bank statements shall be saved monthly in PDF format and named in the format «name of the legal entity/individual — year — month)
- Each document must be saved in one separate file.
- Invoices and cheques in other currencies must be converted to euros on the date of payment and their euro value must be indicated next to the original currency.
- All documents must be well scanned/photographed, all data must be visible, no bent ends or shadows are allowed.
- The scanned documents should be archived and sent to the email address specified by the Contractor.
- Documents can also be uploaded to online storage, which should be additionally notified to the Contractor.
ANNEX 2 TO GENERAL TERMS AND CONDITIONS NALOG.NL. DEADLINES FOR PROVIDING DATA FOR REPORTING. REPORT SIGNING
The Client is obliged:
- Timely and, in full, provide the Contractor with documents and other information, which are crucial for the provision of Services. Documents for the preparation and submission of the Reporting must be provided in the following manner:
1) With regard to VAT Tax Reporting – within 10 calendar days of the month, following the reporting period;
If the number of the documents that require to be processed exceed the limit of 45 pieces per quarter, the Client is responsible to send the documents within 10 calendar days after each month following the month to which the documents relate.
2) With regard to Corporate Income Tax Reporting — not later than 3 months after the end of the year, for which the reporting needs to be submitted by Dutch law;
3) With regards to Payroll Tax – if the payment is made on the hourly basis, then the information about the hours worked by each employee should be sent not later than within 3 calendar days after the end of the month for which the salary should be paid.
4) With regards to Income Tax Reporting for entrepreneurs – not later than within 1 month after the end of the year for which the Reporting needs to be submitted by Dutch law;
With regard to other reports – as agreed between the Parties, but not later than 20 calendar days prior to the submission date provided for by Dutch law or a by a government institution.
- To sign and return the not later than 7 calendar days prior the last date of submission of Tax Reporting to the Dutch authorities. If the Client refuses to sign the Tax Reporting, the Client is required to provide the Contractor with a written explanation for the refusal not later than 7 calendar days prior the reporting date l. In case of refusal of signing the Tax Reporting without written explanation, or presentation of a written explanation with reasons that cannot be accepted by the Contractor in accordance with the current legislation, the Contractor is not liable for any negative consequences, which may arise against the Client due to the reasons mentioned above. Work of the Contractor in this case shall be considered executed and shall be paid in full.
- Immediately, but no later than within 7 calendar days, inform the Contractor about any changes in the information, materials, documents which have been provided to the Contractor, as well as about Client’s changes of intentions or plans regarding accounting, tax or legal issue which falls under the scope of this Agreement. If the Contractor is not informed in time of the above changes, the Contractor is not responsible for all and any possible negative consequences and outcomes for the Client.
ANNEX 3 TO THE GENERAL TERMS AND CONDITIONS OF NALOG.NL. SUBMISSION OF DOCUMENTS
After termination of the Agreement or execution of the Assignment, the Client has the right to receive a number of documents from the Contractor in accordance with the following conditions:
- The original documents, if any, may be received by the Client within 1 calendar month from the date of execution of the Assignment or termination of the Agreement (“termination date”) during the Contractor’s business hours.
- List of documents that can be provided:
A) The latest annual return for the previous period;
B) VAT returns for previous periods of the current calendar year.
- The Contractor does not provide the Client with its working files, materials, calculations and internal records regarding the execution of the Assignment.
- The Contractor does not provide the Client with documents (and their copies) that were sent by the Customer or third parties in order to fulfill the Assignment by the Contractor.
- Provision of other documents is possible by prior agreement with the Contractor on a paid basis according to the Contractor’s hourly rates.