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STANDARD TERMS OF SALE

Auwerda & Co. | tax advisors

registered at the Chamber of Commerce on 1 October 2026

  1. In these General Terms and Conditions, the following is understood:

    1.  Client: the party that gives the assignment; 
    2. Contractor: Auwerda & Co. 

    3. Assignment or Agreement: the agreement of assignment, whereby the Contractor commits to the Client to perform certain activities within the usual work area of the tax advisor. These activities include all tasks for which an assignment has been given and all further activities that may arise from the assignment or are related to it, including but not limited to:

      1. advising on issues of a tax law nature;
      2. preparing tax returns;
      3. the acting as an authorised representative in tax re quest, objection and appeal procedures, including higher appeal procedures and cassation appeal procedures;
      4. the complete or partial maintenance of book keeping;
      5. the preparation of annual accounts and other fi nancial statements, such as annual accounts, annual reports and credit reports;
      6. all of the above in the broadest sense of the word and in any case encompassing the work activities as mentioned in the assignment con firmation.
  2. All Assignments are exclusively accepted and executed by the Contractor, with the suspension of articles 7:404 and 7:407 paragraph 2 BW, regardless of whether the Client has explicitly or implicitly lent the Assignment with a view to its execution by a specific person or specific persons.
  3. All provisions in these General terms and conditions are also made for the benefit of all those who are or were employed by the Contractor in the context of the execution of the Assignment, including personnel and auxiliary staff of the Contractor and third parties, including directors, partners, associates and subordinates of the Contractor. They can invoke this against the Client.
  1. These General terms and conditions apply to all Assignments and/or Agreements between the Client and the Contractor, re spectively their legal successors, to all resulting and/or related agreements and to all offers and/or quotations made by the Contractor.
  2. The applicability of the General terms and con ditions of the Client is expressly rejected by the Contractor.
  3. Terms and conditions deviating from these General conditions shall only be valid if and to the extent that the Contractor has expressly and in writing confirmed them to the Client. Unless expressly agreed otherwise in writing, these deviations from or additions to the General conditions shall only relate to the relevant Agreement.
  4. If any provision, forming part of these General conditions or of the Agreement, is declared void or is annulled, the Agreement shall remain in force as much as possible, and the relevant provision shall be replaced immediately by a provision that approximates the scope of the original provision as closely as possible.
  5. If this Agreement is concluded at a distance electronically, the text of these General conditions may be made available electronically.
  6. The Contractor may amend or supplement the General conditions. Changes that are of minor importance in the context of the execution of the Assignment may be made at any time.
  7. The Client with whom an Agreement has once been concluded under these General conditions accepts the applicability of these General conditions to later offers from the Contractor and to Agreements between the Client and the Contractor.
  1. The Agreement comes into effect and begins at the moment the Client confirms the Assignment, or when the Assignment is factually executed. 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 accurately and completely represent the Agreement.
  2. If the Assignment has been provided orally, or if the assignment confirmation has (not) yet been signed and returned, the Assignment is considered to have been established under the applicability of these General terms and conditions at the moment that the Contractor has started the execution of the Assignment at the request of the Client.

  1. The Client must provide all data and information requested by the Contractor, and the data and information of which the Client can reasonably know that the Contractor needs for the correct execution of the Assignment,

    1. in a timely manner,
    2. in the form desired by the Contractor, and in the manner desired by the Contractor.
  2. The Client is responsible for the accuracy, completeness, reliability and legality of the data and information provided by or on behalf of him to the Contractor, even if these are provided via third parties or originate from third parties, unless otherwise arising from the nature of the Assignment. The Client declares to comply with laws and regulations, including laws and regulations in the context of the processing of personal data. The Contractor is not liable for any damage, of any kind, resulting from the incorrect and/or incomplete nature of the data provided by the Client to the Contractor, nor for the provision of the data as such to the Contractor. The Contractor may destroy data and information received from or on behalf of the Client that are materially inconsistent with privacy regulations without informing the Client.
  3. The Client must inform the Contractor without delay about facts and circumstances that may be relevant to the execution of the Assignment.
  4. The Contractor has the right to suspend the execution of the Assignment until the moment that the Client has fulfilled the obligations mentioned in the first, second, and third paragraphs.
  5. Extra costs, extra hours, and other damages for the Contractor, arising because the Client has not fulfilled the obligations mentioned in the first, second, or third paragraphs, shall be borne by the Client.
  6. At the first request of the Client, the Contractor shall return the original documents provided by the Client to the Client. The Client bears the costs for this return of documents.
  1. The Contractor determines the manner in which and by which person(s) the Assignment is executed, but takes into account the wishes expressed by the Client as much as possible.
  2. The Contractor has the right to have certain activities carried out by a person or third party designated by the Contractor, without notification to and explicit consent from the Client, if deemed desirable by the Contractor. In this context, the Contractor is also entitled to pass on the relevant personal data from the Client to this third party. The engaged third party is regarded as a (sub)processor under the applicable privacy legislation. The Contractor ensures that the obligations arising from Article 10 of the Agreement are also imposed on this third party as much as possible.
  3. The contractor will carry out the work to the best of their ability and as a careful and professional practitioner; however, the contractor cannot guarantee the achievement of any intended result.
  4. The assignment is carried out with due regard to the applicable (professional) regulations and what is required by or under the law. The client shall provide full cooperation at all times to the obligations arising from this for the contractor.

  5. The client is aware that the contractor is bound by the Act on the Prevention of Money Laundering and Financing of Terrorism (Wwft):

    1. may be required to conduct an investigation into the identity of the client and/or client;
    2. may be required to report certain transactions to the authorities established by the government for this purpose.
  6. The contractor excludes all liability for damage resulting from the contractor's compliance with the laws and (professional) regulations applicable to them.
  7. The contractor maintains a work file regarding the assignment containing copies of relevant documents, which is the property of the contractor.
  8. The contractor may make use of elec tronic communication means. If re quested, the client agrees to the use by the contractor of an electronic signature as referred to in article 3:15a Civil Code. During the execution of the assignment, the client and the contractor may communicate with each other using electronic means and/or make use of electronic storage (such as cloud applications). Unless otherwise agreed in writing, the parties may assume that the sending of correctly addressed fax messages, emails (including emails sent via the internet) and voicemail messages, regardless of whether they contain confidential information or documents related to the assignment, are accepted back and forth. The same applies to other communication means used or accepted by the other party.
  9. The client and the contractor are not liable to each other for any damage that may arise for one or either of them from the use of electronic means of communication, networks, applications, elec tronic storage, or other systems including – but not limited to – damage resulting from non-delivery or delay in the delivery of electronic communication, omissions, distortion, interception or ma nipulation of electronic communication by third parties or by software/hardware used for sending, receiving or processing electronic communication, transmission of viruses and the failure or malfunctioning of the telecommunications network or other means necessary for electronic com munication, unless the damage is the result of intent or gross negligence. The above also applies to the use that the contractor makes of it in its contacts with third parties.
  10. In addition to the previous paragraph, the Contractor accepts no liability for any damage arising from or in connection with the electronic transmission of (electronic) annual accounts and the digital deposit thereof with the Chamber of Commerce.
  11. Both the Client and the Contractor shall do or refrain from doing all that can reasonably be expected of each of them to prevent the occurrence of the aforementioned risks.
  12. The data extracts from the Contractor's computer systems are decisive and provide compelling evidence of (the content of) the electronic communication sent by the Contractor and (the content of) the electronic communication received by the Contractor from or on behalf of the Client, unless proven otherwise by the Client.
  1. Deadlines within which work must be completed are only fatal deadlines if this has been agreed in writing.
  2. If the Client owes an advance payment or must provide the data and information necessary for the execution of the Assignment, then the deadline within which the work must be completed does not commence until the payment has been fully received by the Contractor, or the data and information have been fully made available to the Contractor.
  3. The Agreement may – unless it is established that execution is permanently impossible – not be terminated by the Client due to exceeding the deadline, unless the Client, after the agreed deadline has expired, has given the Contractor a reasonable period to still (fully) execute the assignment and the Contractor does not or does not fully execute the assignment within the specified period.
  1. The Agreement is entered into for an in definite period, unless it follows from the content, nature or purpose of the granted Assignment that it is entered into for a specified period.
  2. The Client and Contractor may terminate the Agreement at any time (interim) with a notice period of 3 days, unless reasonableness and fairness oppose termination or ending at such a period. The termination must be communicated to the other party in writing.
  3. The Agreement may be terminated by both the Contractor and the Client (interim) without observance of a notice period in the event that the other party is unable to meet its debts or in the event that a curator, administrator or liquidator is appointed, the other party undergoes a debt settlement, or for any other reason ceases its ac tivities or if the other party reasonably considers the oc currence of any of the aforementioned cir cumstances to be likely or if a situation arises that justifies immediate termination in the interest of the terminating party.
  4. The Contractor retains in all cases of (interim) termination the right to payment of the invoices for work performed by it up to that point, whereby the Con tractor, upon receipt of payment from the Client, shall make available the provisional results of the work performed up to that point, subject to reservation.
  5. If (interim) termination has been made by the Client, the Contractor is entitled to compensation for the occupancy loss incurred on its side and to be made evident and for additional costs that the Contractor has reasonably had to incur or will incur as a result of the premature termination of the Agreement (such as including costs related to any sub-contracting), unless there are facts and circumstances underlying the termination that can be attributed to the Contractor.
  6. If (interim) cancellation has been made by the Contractor, the Client is entitled to the cooperation of the Contractor in the transfer of work to others, unless there are facts and circumstances underlying that cancellation that can be attributed to the Client.
  7. Insofar as the transfer of the work results in additional costs for the Contractor, these will be charged to the Client.
  8. Upon termination of the Agreement, each party must immediately hand over all goods, items and documents in its possession that belong to the other party to that other party.
  1. All rights relating to products of the mind that the Contractor develops or uses in the execution of the assignment, including advice, methods, (model) contracts, systems, system designs and computer programs, belong to the Contractor, insofar as they do not already belong to third parties.
  2. Subject to the express prior written consent of the Contractor, the Client is not permitted to reproduce, disclose, or exploit the products of the mind or the recording thereof on data carriers, whether together with or through the involvement of third parties, without prejudice to the provisions in article 9.4.
  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 execution of the assignment. This obligation does not apply to the extent that the Contractor has a legal or professional duty to disclose, including obligations arising from the Wwft and other national or international legislation with similar effect, or to the extent that the Client has released the Contractor from the confidentiality obligation. This confidentiality obligation also relates to the results obtained from the processing of provided data.
  2. The first paragraph does not prevent confidential collegial consultation within the organisation of the Contractor, insofar as the Contractor deems this necessary for a careful execution of the assignment or for careful compliance with a legal or professional duty.
  3. The Contractor is entitled, when acting on his own behalf in a disciplinary, civil, arbitral, administrative, or criminal procedure, to use the data and information of which he has become aware in the execution of the assignment to the extent that these may be of relevance in his reasonable opinion.
  4. Except with the express prior written consent of the Contractor, it is not permitted for the Client to make public the content of advice, opinions, or other written or non-written expressions of the Contractor or otherwise make them available to third parties, except insofar as this directly follows from the Agreement, occurs for the purpose of obtaining an expert opinion regarding the relevant activities of the Contractor, a legal or professional obligation to disclose rests on the Client, or if the Client acts on its own behalf in a disciplinary, civil, arbitral, administrative, or criminal proceeding.
  5. The Contractor may disclose the name of the Client and in broad terms the work performed to (commercial) relations of the Contractor as an indication of the Contractor's experience.
  6. The Contractor may use the numerical results obtained after processing for statistical or similar purposes, provided that the results cannot be traced back to individual clients.
  7. Except as provided in the previous sections, the Contractor is not entitled to use the information provided to him by the Client for any purpose other than that for which it was obtained.
  1.  The contractor is considered the data controller in the sense of the applicable privacy regulations regarding the personal da ta that it processes and exchanges in the context of the Agreement. If and insofar as the documents provided by the Client to the contractor (also) consist of personal data, the contractor is to be regarded as the da ta controller for all processing of the personal data from the moment of acquisi tion of the personal data until and including the provision of personal data to the Client.
  2. The Client is – unless it provides a commission to the contractor in which only the personal data of the Client itself is processed or the Client is a processor in the sense of the privacy regulations – with regard to the processing of the personal data made available to it, to be regarded as the data controller in the sense of the applicable privacy regulations, this for all processing by the contractor.
  3. The parties shall each – in the case of joint data controller responsibility – process the personal data carefully and in accordance with the privacy regulations applicable in the Netherlands and any applicable special legislation.
  4. The contractor shall in no case and in no way provide the personal data to third parties, unless such provision is necessary in the context of the execution of the Agreement or when the contractor is legally obliged to do so. A party ensures that it only provides the other party with those per sonal data that it is permitted to receive under the applicable legislation.
  5. Parties shall – in the event of joint processing responsibility – both take the technical and organisational measures (and adjust them if necessary) to ensure the security of personal data. In doing so, the parties shall take into account the state of the art, the implementation costs, as well as the nature, scope, context and risks to the personal data and the data subjects.
  6. In the event of a security incident where personal data processed under the Agreement has been lost or to which unauthorised access may have been obtained, the parties shall inform each other as soon as possible after detection and consult on the approach and handling of the incident. The approach shall be carried out in accordance with the applicable regulations regarding security incidents and the notification obligation for data breaches.
  7. The Client shall inform data subjects – as referred to in Article 4, paragraph 1 of the European General Data Protection Regulation (GDPR) – about the processing of their personal data by the Contractor in the context of the execution of the Agreement and in any case in accordance with Articles 13 and 14 of the GDPR.
  8. The parties shall each handle a request or an objection from a data subject in accordance with the applicable privacy regulations, except insofar as the request relates to the processing of personal data in the context of personnel-related activities, which includes services related to payroll processing. In that case, the Client shall handle the request. If the request or objection relates to the personal data processed by the Contractor, the parties shall consult on the response to such a request or objection.
  9. In the context of the execution of the Agreement, the parties shall immediately inform each other of any investigation by the data protection authority or any other reason that could lead to an intention of the data protection authority to impose a fine or penalty under coercion regarding the processing of personal data.  
  10. In the event of changes in the processing of personal data, privacy legislation or other relevant circumstances that influence the processing of personal data, the parties shall consult on the potentially necessary amendment of the agreements made regarding the processing of personal data.  
  11. The contractor has placed a privacy statement on its website stating which personal data is processed and for what purpose this occurs.
  12. If the contractor does not qualify as the data controller and the contractor is considered a (sub)processor, then the parties shall enter into a so-called (sub)processor agreement. The (sub)processor agreement shall then be a supplement/deviation to these General Terms as referred to in article 2.3.  
  13. The definitions used in this article correspond to the definitions used in article 4 of the GDPR.  
  1.  The Client owes the Contractor a fee and reimbursement of incurred costs in accordance with the rates, calculation methods and working practices customary to the Contractor. The fee of the Contractor is not dependent on the outcome of the work performed.
  2. The Contractor has the right to request an advance from the Client.
  3. If, after the conclusion of the Agreement, but before the Assignment is fully executed, rate-determining factors such as for example wages and/or prices undergo changes, the Contractor is entitled to adjust the previously agreed rate accordingly.
  4. All rates are exclusive of value added tax and other levies imposed by the government, unless expressly stated otherwise.
  1. Payment must be made without any deduction, discount or set-off in Dutch currency by deposit or transfer to the bank account indicated on the invoice within twenty-one days of the invoice date. The day of payment is the day of crediting the amount due to the account of the Contractor. Objections to the amount of the invoice do not suspend the payment obligation of the Client.
  2. If the Client has not paid within the period mentioned in the first paragraph, or another period agreed upon by the parties, the Client is automatically in default and the Contractor is entitled from that moment to charge statutory interest and costs.
  3. All costs arising from judicial or extrajudicial collection of the claim are for the account of the Client, even to the extent that these costs exceed the judicial costs order. This concerns at least the costs on the principal sum in accordance with the Decree on compensation for extrajudicial collection costs of 1 July 2012 (Official Gazette 2012/141), with a minimum of € 375,-.
  4. In the case of a jointly given Assignment, Clients, to the extent that the Assignment has been carried out for the benefit of the joint Clients, are jointly liable for the payment of the invoice amount and the interest and costs due.
  5. The contractor reserves the right to – even during the execution of an assignment, if the financial position or payment behaviour of the client gives rise to this in the opinion of the contractor – demand full or partial advance payment and/or the provision of security from the client. The contractor has the right to suspend the fulfilment of all his obligations.
  1.  A complaint regarding performed work or the invoice amount must be made on pain of forfeiture of all claims within 30 days after the dispatch date of the documents or information regarding which the client complains, or, if the client demonstrates that he could not reasonably have discovered the defect earlier, within 30 days after the discovery of the defect, be communicated in writing to the contractor.
  2. A complaint does not suspend the payment obligation of the client, unless the contractor has indicated to the client that he considers the complaint justified.
  3. In the case of a justified complaint, the contractor has the choice between adjusting the charged fee, correcting or redoing the relevant work free of charge, or not (further) executing the assignment in whole or in part against a refund of the fee already paid by the client in proportion.
  1.  The contractor is obliged to insure and keep insured against liability for damage as a result of not, not correctly, not timely or not fully executing assignments. The contractor must, at the first request of the client, send a copy of the policy conditions of this insurance to the client free of charge.
  2. The liability for compensation of incurred damage is limited to the amount that is actually paid out under the insurance referred to in paragraph 1, increased by the amount of the deductible. If, for any reason outside the fault or actions of the contractor, no payment under the insurance referred to in paragraph 1 occurs, all liability is limited to twice the amount that the client has paid and/or still owes to the contractor as a fee (excluding VAT) for the work to which the damaging event relates or with which it is connected, with a maximum of twenty-five thousand euros (€ 25,000).

  3. However, the contractor is not liable for:

    1. damage incurred by 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 is otherwise the result of an action or omission by the client, including the situation where the contractor is unable to file the annual accounts with the Chamber of Commerce within the statutory period due to an action or omission (on the part of) the client;
    2. damage incurred by the Client or third parties as a result of actions or omissions by assistants engaged by the Contractor (employees of the Contractor not included), even if they are employed by a connected organisation to the Contractor;
    3. business, indirect or consequential damage incurred by the Client or third parties, including but not limited to, stagnation in the normal course of business of the Client; - a (administrative) fine imposed on the Client by the supervisory authority unless the damage is the result of intent or gross gross negligence of the Contractor, in which case the liability of the Contractor is limited to what is stated in paragraph 2;
    4. claims from involved parties against the Client, unless the damage is the result of intent or gross negligence of the Contractor, in which case the liability of the Contractor is limited to what is stated in paragraph 2.
  4. A condition for liability is furthermore that the Client immediately notifies the Contractor in writing upon discovering a shortcoming. The Contractor has at all times the right, if and to the extent possible, to undo or limit the damage of the Client by restoration or improvement of the defective product.
  5. A claim for compensation for damage must be submitted to the Contractor no later than twelve months after the Client has discovered the damage or could reasonably have discovered it, failing which the right to compensation for damage lapses.
  6. The Client must indemnify and hold the Contractor harmless against all claims of third parties – including shareholders, directors, supervisors and staff of the Client and affiliated legal entities and companies and others involved in the organisation of the Client – that arise from or are related to the activities of the Contractor on behalf of the Client, except to the extent that these claims result from intent or gross negligence of the Contractor.
  7. The Client indemnifies the Contractor in particular against claims from third parties for damages caused by the Client providing the Contractor with incorrect or incomplete information, unless the Client demonstrates that the damage has no connection with blameworthy actions or of omissions on their part, or is caused by intent or gross negligence of the Contractor. Claims from third parties also include penalties imposed on the Contractor as a co-perpetrator of a tax offence.
  1. Unless otherwise stipulated in these General terms and conditions, the Client's rights to claim against the Contractor in connection with the performance of work by the Contractor shall expire in any case after one year from the moment the Client became aware or could reasonably have been aware of the existence of these rights.  
  1. If the Contractor performs work on the Client's location, the Client is responsible for providing a suitable workplace that meets the legally established health and safety standards and other applicable regulations regarding working conditions. The Client must ensure that the Contractor is provided with office space and other facilities that, in the Contractor's opinion, are necessary or useful for executing the Agreement and that meet all legal requirements that may be imposed. Regarding the provided (computer) facilities, the Client is obliged to ensure continuity, among other things, by means of adequate backup, security, and virus control procedures.
  2. The Client shall not hire or approach any employees involved in the execution of the work from the Contractor in order to enter into employment with the Client, whether temporarily or not, directly or indirectly, or to perform work directly or indirectly for the Client, whether or not in employment, during the term of the Agreement or any extension thereof and for 12 months thereafter.
  1. All Agreements between the Client and the Contractor are exclusively governed by Dutch law.
  2. Unless the parties expressly agree otherwise in writing, all disputes related to Agreements between the Client and the Contractor shall be submitted to the competent court in the location where the Contractor is established.
  3. Notwithstanding the preceding paragraph, the Client and the Contractor may choose an alternative method of dispute resolution.
  1. The Contractor is always entitled to amend these General terms and conditions.
  2. Changes will only be binding for the Client if the amended General terms and conditions have been deposited with a Chamber of Commerce and Industry or with the registry of a district court and the Contractor has informed the Client of the changes to the General terms and conditions and fourteen days have passed after the date of this notification, without the Client having informed the Contractor in writing that they do not agree to the changes.