Terms of Use En

GENERAL TERMS tax.NL B.V. FROM 02.01.2023

Article 1 DEFINITIONS

The definitions below in capital letters have the following meaning in the context of these general terms and conditions:

Documents: all information or data provided by the Customer to the Contractor; all data produced or collected by the Contractor in the context of the execution of the Order/Contract; and all other information relevant to the execution or completion of the Order. The specified information may be stored on tangible or intangible media, regardless of whether they are transferred to third parties or not;
Employee: an individual employed by or associated with the Contractor, regardless of whether the cooperation is carried out on the basis of an employment contract or not;
Order/Agreement: a contract for the provision of services, under which the Contractor undertakes to perform the specified Works to the Customer;
Customer: an individual or legal entity that provided the Contractor with a task to perform the Works;
Contractor: Nalog.nl BV All Works are accepted and performed exclusively by the company, and not by or on behalf of an individual Employee, even if the Customer has placed the Order directly or indirectly for the purpose of its execution by a specific Employee or specific Employees. The application of articles 404, 407 of part 2 and 409 of book 7 of the Civil Code is expressly excluded;
Works/Tasks: all works to be performed by the Contractor in the interests of the Customer, for which the Order was received and which were accepted by the Contractor.

Article 2. APPLICABILITY

These General Conditions apply to: all offers, Orders, legal relationships and Agreements under any name, under which the Contractor undertakes to perform Works for the Customer.
Deviations from or additions to these General Terms and Conditions are only valid if they have been expressly agreed in writing, for example in the Agreement (in writing) or in the (additional) Order confirmation.
If any provision of these General Conditions and a separate Agreement or Order confirmation letter conflicts with each other, in case of conflict, the provision set forth in a separate Agreement or Order confirmation letter shall apply.
These General Conditions also apply to any additional or subsequent Orders.
The applicability of the general conditions of the Customer is hereby expressly rejected by the Contractor. By placing an Order orally or in writing, the Customer accepts these General Conditions and excludes any of the Customer's General Terms and Conditions.
Individuals and legal entities involved in the provision of services to the Customer by the Contractor or on its behalf, directly or indirectly, in any way, whether on the basis of an employment contract or not, may rely on these General Conditions.

Article 3. DATA OF THE CUSTOMER

The Customer undertakes to provide the Contractor with all the Documents that the Contractor requires, in his opinion, for the correct execution of the Order, in the required form, in the required manner and in a timely manner. The contractor will determine what is meant by the required form, the required method and timeliness.
The Customer guarantees the accuracy, completeness and reliability of the Documents provided, including if they come from third parties.
The Customer shall indemnify the Contractor for any loss or damage resulting from the inaccuracy or incompleteness of the Documents, including, but not limited to, the costs of third parties and / or additional hours of work of the Contractor.
Additional costs incurred by the Contractor and additional hours worked by the Contractor, as well as further loss or damage incurred by the Contractor due to late or improper provision by the Customer of the Documents necessary for the performance of the Works, will be covered by the Customer and attributed to its risk.
In the event that the Contractor electronically sends information, including, but not limited to, tax returns, annual reports, reports (and on behalf of) the Customer to third parties, the Customer will be considered the party that signed the documents and sent the relevant information.
The Contractor has the right to suspend the execution of the Order until the Customer fulfills the obligations specified in subparagraph one of this article.
The Contractor, at the first written request of the Customer, returns to the Customer the original Documents provided by the Customer. The procedure for returning documents is determined by Appendix 3 to the General Conditions.

Article 4. Fulfillment of an order

An order can be placed by the Customer in several ways, including, but not limited to, an order on the Nalog.nl web page, email, phone call, instant messengers and other means of communication.
The Agreement is concluded and comes into force from the moment the Customer confirms the Order or the actual execution of the Order begins. Order confirmation is based on the information provided by the Customer to the Contractor at the time of the request. The acknowledgment is the correct and complete Agreement and may be provided either verbally or in writing.
If the Order was received orally, the Agreement is considered concluded, taking into account the applicability of these General Conditions, at the moment when the Contractor, at the request of the Customer, began to execute the Order.
The Contractor determines how the Task will be carried out and by which Employee(s).
The Contractor will perform the work in accordance with the best operating ability and good practice, but the Contractor cannot guarantee the achievement of any intended result.
The order is executed with due observance of the applicable regulations and what is required by law or in accordance with it. The customer always and fully cooperates with the obligations arising from this.
In the event that the completed Order requires agreement with the Customer, such approval must be provided within 5 working days from the date of sending the data for approval, but, in the case of reporting, in accordance with Appendix 2. The work is considered accepted from the moment of such agreement , if it is required in accordance with the Assignment. In all other cases, the Task is considered completed when the Contractor performs the agreed scope of Work.
The Client is aware that the Contractor, in accordance with the Law on the Prevention of Money Laundering and Terrorist Financing (Wwft):

a) may be required to investigate the identity of the Client;

b) may be required to report certain transactions to government authorities.

The Contractor excludes any liability for damages arising from the Contractor's compliance with applicable laws and (professional) rules.
The Contractor will maintain a working file in relation to the Order, containing copies of the relevant documents, which is the property of the Contractor.
The Contractor has the right to entrust the performance of the Works to a third party appointed by the Contractor.

Article 6. INTELLECTUAL PROPERTY

The execution of the Order by the Contractor does not include the transfer of intellectual property rights that belong to the Contractor. All intellectual property rights arising in the course or as a result of the execution of the Task belong to the Contractor.
The Customer is expressly prohibited from reproducing, publishing or using products to which the Contractor's intellectual property rights belong, or, as the case may be, intellectual property rights to products in respect of which the Contractor has acquired usage rights. This includes, for example (but not limited to), computer programs, system projects, working methods, tips, (standard) contracts, reports, templates, macros, and other intellectual work.
The Customer is not allowed to provide the products specified in the second subparagraph to third parties without the prior written permission of the Contractor.

Article 7. FORCE MAJOR

If the parties are unable to timely or properly fulfill the obligations under the Agreement arising from force majeure circumstances within the meaning of article 75 of book 6 of the Civil Code, these obligations are suspended until the moment when the parties are able to fulfill them in an agreed manner.
In the event of the occurrence of the situation referred to in the first subparagraph, the parties will have the right to terminate the Agreement in whole or in part in writing and with immediate effect without the right to any existing compensation.
If at the time of the occurrence of a force majeure situation, the Contractor has already partially fulfilled the agreed obligations, the Contractor has the right to issue a separate invoice for the performed Works in the interim, and the Customer must pay this invoice as if it were a separate transaction.

Article 8. REMUNERATION AND COSTS

Payment for the work performed by the Contractor will be charged to the Customer on the basis of the time spent and the costs incurred, unless the parties expressly agree otherwise, for example, to pay a fixed price. Payment of remuneration will not depend on the result of the Work, unless otherwise agreed in writing.
In addition to the remuneration, the costs incurred by the Contractor and the accounts of third parties involved by the Contractor will be charged to the Customer.
The Contractor has the right to require a 100% prepayment from the Customer. Failure to pay the advance (on time) may be the basis for the suspension of the Works by the Contractor or refusal to fulfill the Order.
If, after the entry into force of the Agreement, but before the Order is fully executed, the price is changed, the Contractor will have the right to adjust the agreed rate accordingly.
If required by law, value added tax (omzetbelasting) will be charged separately on all amounts due to the Contractor.

Article 9 PAYMENT

Payment by the Customer of amounts due to the Contractor must be made without the Customer's right to any deduction, reduction, suspension or offset within 14 days after the date of issue of the offer, invoice or other payment document, unless otherwise agreed. The day of payment is the day when the amount of the debt is credited to the settlement account of the Contractor.
If the Customer has not made payment within the period specified in the first subparagraph, the Customer will be insolvent by operation of law and the Contractor will be entitled to charge statutory (commercial) interest from that moment.
After the payment deadline has passed, the Contractor will send payment reminders, for the third reminder, the Contractor has the right to pay administrative costs by the Customer according to the time spent on preparing reminders. In case of non-payment by the Customer within the period specified in the first subparagraph, the Customer is obliged to pay all legal and extrajudicial (collection) expenses actually incurred by the Contractor. Reimbursement of expenses incurred will not be limited to any order for payment of expenses ordered by the court.
In the case of a jointly provided

Order Customers will be jointly and severally liable for the payment of the invoice amount, interest and costs due.

If the financial situation or payment documentation of the Customer gives grounds, in the opinion of the Contractor, or if the Customer does not make an advance payment or does not pay the invoice within the payment period established for this, the Contractor may require the Customer to immediately provide (additional) security in a form determined by the Contractor. If the Customer does not provide the necessary security, the Contractor will have the right to immediately suspend further performance of the Agreement, and everything that the Customer owes the Contractor on any basis will be immediately payable.

Article 10. PERIODS/TERMS

If a period / term has been agreed between the Customer and the Contractor during which the Task must be completed, and the Customer does not fulfill one of the following conditions: (a) making an advance payment or (b) providing the necessary Documents in a timely manner, in full, in the required form and in the prescribed manner, the Customer and the Contractor will negotiate a new period / date during which the Order must be completed.
Periods/terms during which the Work must be completed are considered final deadlines only if this has been expressly agreed (in writing) between the Customer and the Contractor.

Article 11. LIABILITY AND REMEDY

The Contractor is liable in the form of compensation for penalties for violation of the reporting deadlines, if the deadlines were missed due to the fault of the Contractor.

The Contractor shall not be liable for any loss or damage on the part of the Customer arising from the fact that the Customer did not provide the Contractor with the Documents, or provided inaccurate or incomplete data, or because they were not provided in a timely manner. This also includes a situation in which the Contractor cannot submit reports within the statutory period as a result of actions or omissions (on the part of) the Customer.

The Contractor shall not be liable for any consequential loss or damage, such as: lost profits, lost savings, losses due to business interruption and any other consequential loss or damage that result from the absence or untimely or unsatisfactory execution of the Order by the Contractor.
The responsibility on the part of the Contractor is limited to compensation for direct loss or damage that is a direct result of the Contractor's errors in the performance of the Task. Direct loss or damage, among other things, means: reasonable costs incurred to establish the cause and extent of the damage; reasonable costs incurred to ensure that the activities of the Contractor comply with the Agreement, and reasonable costs incurred to prevent and limit damage.
This liability is limited for all Services to a maximum of one cost of the Works performed.
The limitations of liability included in this article do not apply if there is intent or willful recklessness on the part of the Contractor or its management personnel (leidinggevend management).
The customer is obliged to take measures to limit loss or damage. The Contractor has the right to compensate or limit losses or damages by correcting or improving the work performed.
The Customer shall reimburse the Contractor for any claims of third parties in connection with losses or damage caused due to the fact that the Customer did not provide the Contractor with the Documents or provided false or incomplete Documents.
The Customer will reimburse the Contractor for any claims of third parties (including the Contractor's Employees and third parties engaged by the Contractor) who suffer losses or damage related to the execution of the Order, which is the result of actions or inaction on the part of the Customer.
The provisions of subparagraphs 1-8 of this article, inclusive, relate to the contractual, as well as non-contractual liability of the Contractor to the Customer.
Claims regarding the work performed or the amount of the invoice must be submitted within 30 days after the date of sending the documents or information. After the expiration of this period, the right to all claims disappears, or, if the Customer is able to reasonably prove that he could not previously know about the shortcomings in the work, he has the right to declare this to the Contractor in writing within 30 days after discovering any. The claim does not release the Customer from the obligation to timely pay invoices.

Article 12. TERMINATION

The Customer may at any time terminate the Agreement with immediate effect without observing a notice period by written notice to the other party. If the Agreement is terminated before the Task is completed, the Customer will be required to pay remuneration in accordance with the hours specified by the Contractor for the Work performed on behalf of the Customer.
If the Customer terminates the Agreement, the Contractor will be entitled to reimbursement of additional costs that the Contractor has already incurred; and costs arising from any waiver of outsourced third parties (eg, but not limited to, any costs in relation to subcontracting).
The Contractor may terminate the Agreement at any time with immediate effect without observing the notice period by written notice to the other party in the following cases:

After the conclusion of this Agreement, the receipt by the Contractor of information giving reason to believe that the Client is unable to fulfill obligations under this Agreement;
Violation by the Client of the obligation to pay for the Services for more than 30 days;
Bankruptcy of the Client or suspension of payments;
Liquidation of the Client (legal entity);
Limitation of legal capacity or death of the Client (individual);
The receipt by the Contractor of information giving grounds to believe that the Client is carrying out its activities in violation of the laws of the Netherlands, including the Law on the Prevention of Money Laundering and Terrorist Financing (Wet ter voorkoming witwassen en financiering terrorisme (Wwft)), or the Client’s non-compliance with the Contractor’s internal policy in the field of prevention of money laundering and terrorist financing.

As a result of termination of the Agreement, all benefits or individual agreements with state authorities that were provided to the Customer in connection with the Contractor's role as an intermediary will be canceled.

Article 13. RIGHT OF SUSPENSION

The Contractor has the right to suspend the fulfillment of its obligations, including the transfer of Documents or other items to the Customer or third parties, until the full repayment of all claims due and payable against the Customer.

Article 14. TERM

Unless otherwise specified in these General Conditions, the rights of claim and other rights of the Customer on any basis against the Contractor related to the performance of the Works by the Contractor shall in any case expire after one year from the date when the Customer knew or could reasonably have known of the existence of these rights. and privileges.

Article 15. ELECTRONIC NOTIFICATION AND ELECTRONIC SUBMISSION OF THE TAX RETURN AND OTHER REPORTS

During the execution of the Task, the Customer and the Contractor may communicate with each other through electronic resources and / or use electronic storage (for example, cloud applications). Unless otherwise agreed in writing, the parties may assume that sending properly addressed faxes, emails (including emails sent over the Internet) and messages (voicemail), whether or not they contain confidential information or Documents relating to the Order will be mutually accepted. The same applies to other means of communication used or received by the other Party.
The Customer and the Contractor shall not be liable to each other for any loss or damage that may occur to one or both of them as a result of 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 in delivery of an electronic message, omission, distortion, interception or manipulation of an electronic message by third parties or software/hardware used to send, receive or process electronic communications, the transmission of viruses and the improper functioning of the telecommunications network or other resources necessary for electronic communications, unless the loss or damage is the result of intent or gross negligence. The above also applies to their use by the Contractor in contacts with third parties.
In addition to the previous subparagraph: The Contractor shall not be liable in any way for any loss or damage arising out of or in connection with the electronic submission of (electronic) tax returns and other reports.
The Customer and the Contractor will do everything that can reasonably be expected from each of them to prevent the occurrence of the above risks.
Data extraction from the sender's computer system will constitute irrefutable evidence (of the content) of the electronic message sent by the sender until the recipient provides evidence to the contrary.

Article 16. CONFIDENTIALITY

The Contractor respects the privacy of the Customer. The counterparty processes all personal data provided in accordance with applicable law, in particular the Personal Data Protection Act (Wet Bescherming Persoonsgegevens). The customer agrees to such processing. The Contractor applies appropriate security measures to protect the personal data of the Customer.
The Contractor will use the Client's personal data solely for the execution of the Agreement or for the consideration of a complaint.

Article 17. MISCELLANEOUS PROVISIONS

The Customer will not hire or engage Employees involved in the performance of the Work to be employed by the Customer, whether temporarily, directly or indirectly, or to perform work for the benefit of the Customer, directly or indirectly, during the term of the Agreement and for 12 months thereafter .
These General Conditions are drawn up in English and Russian. In case of discrepancies or contradictions between the English and Russian texts, the English text will take precedence.
The Agreement is governed by the laws of the Netherlands.
All disputes will be resolved by the competent court of the district in which the Contractor is located.
The Contractor has the right to make changes to these terms and conditions. These amendments will enter into force on the announced effective date. The Contractor will send the amended conditions to the client in a timely manner.
If any provisions of these General Conditions or the Order/Agreement may be wholly or partly invalid and/or unenforceable by statute, judgment or otherwise, this shall have no effect on the validity of all other provisions. of these General Conditions or the Order/Agreement.

APPENDIX 1 TO THE GENERAL CONDITIONS tax.NL. FORMAT OF PROVISION OF DOCUMENTS

If, in order to fulfill the Order, the Customer must provide documents to the Contractor, their transfer is carried out in the following order:

The contractor accepts documents only in electronic form. Paper documents left at the Contractor's office or sent by postal services will not be processed by the Contractor.
All bank statements must be saved monthly in PDF format and signed in the format “legal/individual name – year – month”.
Each document must be saved as one separate file.
Invoices and checks in other currencies must be converted into euros on the date of payment, their value in euros must be indicated next to the original currency.
All documents must be well scanned / photographed, all data must be visible, curled ends and shadows are not allowed.
Scanned documents should be archived and sent to the email address specified by the Contractor.
Also, documents can be uploaded to the online storage, which must be additionally notified to the Contractor.

APPENDIX 2 TO THE GENERAL CONDITIONS tax.NL. TERMS OF PROVISION OF DATA FOR REPORTING PREPARATION. REPORTING SIGNING

The customer undertakes:

Timely and in full provide the Contractor with documents and other information necessary for the provision of the Services. Documents for the preparation of the Reporting must be submitted within the following terms:

1) VAT reporting - within 10 calendar days of the month following the reporting period.

If the number of documents of the Customer requiring processing exceeds the threshold value of 45 pieces per quarter, then the Customer is obliged to send documents within 10 calendar days of each month following the month to which these documents relate.

2) Reporting on corporate income tax - no later than 3 months after the end of the reporting year.

3) Wage reporting - if wages are paid on an hourly basis, then data on the hours worked for each employee should be provided no later than within 3 calendar days after the end of the reporting month for which wages must be accrued.

4) Income tax reporting for entrepreneurs - not later than within 1 month after the end of the reporting year.

Other Reporting - as agreed by the Parties, but no later than 20 calendar days before the date of reporting submission established by the current legislation or the responsible state body.

Sign and return documents no later than 7 calendar days prior to the date of submission of the Statements to the authorities. If the Customer refuses to sign the Reporting, he must give a reasoned refusal to the Contractor in writing no later than 7 calendar days preceding the date of submission of the Reporting. In case of failure to sign the financial statements and failure to provide a reasoned refusal to sign the Statements within the specified period or provide a refusal indicating the reasons for the refusal that cannot be accepted by the Contractor by virtue of the current legislation, the Contractor shall not be liable for all negative consequences that may arise for the Customer under the above reasons. The work of the Contractor in this case is considered completed and is payable in full.
Immediately, but no later than within 7 calendar days, notify the Contractor of all changes in information, materials, documents transferred to the Contractor, as well as changes in their intentions regarding the accounting, tax or legal issue resolved in his interests. In case of untimely informing the Contractor about the changes, the Contractor shall not be liable for possible negative consequences.

APPENDIX 3 TO THE GENERAL CONDITIONS tax.NL. TRANSFER OF DOCUMENTS AFTER TERMINATION

After termination of the Agreement or execution of the Order, the Customer has the right to receive a number of documents from the Contractor in accordance with the following conditions:

The original documents, if any, can be received by the Customer within 1 calendar month from the moment the Order is completed or the Agreement is terminated (termination date) during the Contractor's working hours.
List of documents that can be provided:

A) The latest annual report for the previous period;

B) VAT reports for previous periods of the current calendar year.

The Contractor does not provide the Customer with its working files, materials, calculations and internal records of how work was carried out on the Order.
The Contractor does not provide the Customer with documents (and their copies) that were sent by the Customer or third parties in order to fulfill the Order 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.

Original in Dutch at www.nalog.nl and www.rb.nl

Text on English language.