Terms and Conditions

Part 1. GENERAL TERMS & CONDITIONS (CLIENT) 

Art. 1. Applicability

The present CLIENT of Sale are applicable and integral to all agreements for purchase concluded by ICS Advisory and Finance (hereinafter referred to as “Service Provider”), as well as to all quotations, offers, services and deliveries supplied by the Service Provider.

The CLIENT of the Customer or other parties are never applicable, unless agreed otherwise in writing.

By agreeing to these CLIENT, the Customer forfeits the right to request the applicability of other CLIENT.

The CLIENT of the Customer (or other parties) are expressly excluded as not applicable. If at any time an article or multiple articles of the present CLIENT become invalid, the other articles contained in the present document shall remain effective for the parties.

Variations to these CLIENT may only be agreed in written form, with the signatures of the parties’ authorized representatives. Furthermore approved variations of specific purchase agreements do not apply to any other such agreements, unless explicitly confirmed in written form.

Art. 2. Definitions

Advisory / Advice / Consultancy: The information that the Service Provider shares with the Costumer cannot be considered a legally binding opinion, official advice, etc., unless the Customer has specifically requested the preparation of a “tax opinion” or “legal opinion” and has received documents with such titles signed by one of the senior partners of the Service Provider.

Art. 3. Contracts

• Any contract concluded between the Service Provider and the Customer shall include and comply with these CLIENT. No other CLIENT shall apply unless a senior ICS partner has explicitly agreed to that in writing.
• The Customer’s order for a service of the Service Provider shall be considered accepted only after the Service Provider has received and approved a completed order form, invoice details, an engagement letter (or a similar document) and the Customers due diligence documentation. If the background check of the customer yields negative results, the order shall be cancelled.

If the decision for cancelation is based on reasons included in Art. 15 (illegal actions) or suspicions of such actions, leading to an inadequate dossier for compliance, and the Customer refuses to provide details on his identity or the identity of other individuals participating in the structure in order to reduce the estimated risk, then the Customer shall not be reimbursed for any down payments already made.

The Service Provider will also instruct the Customer by email. The correspondence will also be subject to these CLIENT.

• The Customer understands that he has concluded the agreement with the Service Provider under these CLIENT in his capacity of a principal, rather than an agent representing another person or acting on their behalf. Therefore the Customer assumes the personal liability to cover the fees of the Service provider. If the Service Provider has been contracted to provide accounting and bookkeeping services by a company, the Head of the company shall give personal guarantees for the payment of the Service Provider’s fees.

Art. 4. Provided information

• The Service Provider shall give the Customer information to the best of its knowledge, relying on its expertise and experience in the fields of taxes and law.

The information provided to the Customer shall depend on specific circumstances related to the Customer and particular situations that cannot be foreseen or assessed in advance by the Service Provider.

• The Customer is advised to always consult his legal/tax advisor and/or accountant before signing an agreement.
• The information given to the Customer by the Service Provider depends on the current/reasonably foreseeable jurisprudence and legislation at that particular time. It shall not be construed as a guarantee or a warranty that either of the two will remain unaltered.

Art. 5. Third party services

• The Service Provider has the right to use third party services when performing services for the Customer.
• The Service Provider shall carry no liability for any drawbacks of such parties, if able to prove that it selected the parties with due responsibility.

Art. 6. Bank account opening

• The Service Provider shall put reasonable efforts in assisting the Customer through the procedure for bank account opening.
• The Service Provider shall carry no responsibility in case the bank rejects the Customer at its own discretion.
• In the event of rejection, the Service Provider will assist the client to apply for another account without additional charge (still the approval of the application is at the discretion of the bank).

Art. 7. Immigration

• The Service Provider shall not carry responsibility for permit rejection if the Customer has not handed in the necessary documents.
• The Service Provider shall not carry responsibility if the Customer is rejected by the Immigration and Naturalization Service. No institution in Holland can guarantee acceptance.
• The Service Provider shall not carry responsibility for the contents of the Customer’s business plans or for the refusal of a finance/permit/etc. based on the business plans.

Art. 9. Secretary / Local representative

• The term of the agreement for Secretary Services/Local Representation is one year.
• The agreement shall be automatically extended if the Customer does not send a written notice for its termination three months prior to its end.

Art. 10. Accountancy

• The Customer must submit the documents required for accounting (or filing of tax returns) within an acceptable timeframe: no more than a month after the end of the accounting period.
• The Service Provider will perform its obligations using the information submitted by the Customer. The Service Provider shall not be held responsible for delays in the filing of tax returns, if the Customer has not produced the necessary papers on time (up to fifteen days after the accounting period ends).

Art. 11. Company incorporation

• The fee for establishing an entity includes only the company’s registration, i.e. notary deed and registration at the Commercial Chamber.
• The Service Provider is responsible only for the company’s registration.
• The Customer is responsible for the company itself.
• The Service Provider carries no responsibility for delays caused by “unforeseen circumstances”, technical problems at the Commercial Chamber and other events outside of the Service Provider’s sphere of control.

Art. 12. Offers

• Quotations issued by the Service Provider do not constitute binding offers.
• A Customer’s order represents an offer for the conclusion of an agreement for purchase with the Service Provider pursuant to the present CLIENT and any relevant quotations from the Service Provider.
• The Service Provider may accept such an offer in writing, verbally or by starting to perform obligations as for any purchase agreement.

Art. 13. Service delivery, liability

• The expected date of completion of a service supplied by the Service Provider should be considered as an estimation. Still the Service Provider will make all reasonable efforts to follow the preliminary schedule.
• If the Service Provider falls behind or the Customer is not satisfied with the performance of the services, the Customer has to notify the management of the Service Provider within fifteen work days of the occurrence of the issue.
• After fifteen work days have passed, the Service Provider shall not assume responsibility for any damages, e.g. caused by delays.
• The Service Provider may not be held liable for uncompleted assignments which depend on decisions made by third parties on their own discretion, in particular the Tax Administration in case of VAT registration, a bank in case of applying for a bank account or the Immigration and Naturalization Service in case of applying for an immigration permit.
• The Service Provider may only be held liable by the Customer for the non-completion of an assignment due to willful default or neglect. The liability of the Service Provider cannot exceed the contract value for the particular service. Under no circumstances shall the Service Provider be responsible for consequential losses, including loss of earnings.
• If the Customer reports promptly about an issue, the Service Provider will guarantee full support, to the best of its abilities, to help the Customer by having a senior partner resolve the problem.
• If the Customer fails to report promptly, the Service Provider will still guarantee full support, to the best of its abilities, but considering Art. 13, 3).

Art. 14. Customer obligations

• The Customer guarantees and warrants to the Service Provider and its representatives that the information submitted by the Customer was correct at the time and was expected to remain accurate in the foreseeable future.
• The Customer was not engaged and will not engage in illegal activities in his/her past, present and future business operations.
• The Customer is not currently bankrupt, insolvent or deferring payments. He/she is not currently in conflict with the national Tax Administration regarding any particular tax position.
• The Customer shall notify immediately the Service Provider or a representative thereof of any changes in the information he/she has provided.
• The Customer shall follow the instructions provided with the offer.
• The Customer shall not reveal the contents of his/her discussions with the Account Manager, the Consult or other representatives of the Service Provider, unless he/she is legally obliged to do so. The shared information and the discussions are strictly confidential.

Art. 15. Immediate contract termination

• The Service Provider may terminate a contract for its services at once upon any indications that the Customer might be engaged in terrorism financing, money laundering or other illegal actions.
• The contract can be terminated immediately if the Customer refuses to consider and/or does not comply with additional requests for due diligence for the purpose of compliance with the Directive against money laundering (EU regulation) and/or the Dutch WWFT.
• The Customer is responsible for any damages caused to the Service Provider. In such situations the Customer will not receive a refund.

Art. 16. Additional expenses and costs

• The Service Provider may charge a fee for background checks of the Customer and any other person contacting the Service Provider as a representative or informant of the Customer.
• If such fees are charged, the Service Provider will inform the Customer beforehand and proceed only with his/her approval. The Service Provider guarantees that there will not be any hidden charges.

Art. 17. Periodic or additional due diligence

• The Customer needs to send the Service Provider a conduct certificate upon request.
• The Service provider may ask the Customer for extra due diligence due to the following reasons:

– expiry of old documents;

– legal grounds to request additional details;

– performance of a routine check as provided by the national AML regulation;

– receipt of new information or a request for due diligence from an official authority, a notary or another competent organization;

• If the Customer does not meet the request given a reasonable time period (two weeks to 30 days) and opportunity, despite of the sent reminders, the Service Provider has the right to immediate contract termination. In such cases any paid amounts will be retained by the Service Provider.

Art. 18. Payment terms

• The contract value is due thirty days after invoice issue, except if the parties have agreed to another arrangement in written form or if the Customer has received a discount. In case of discount the payment must be made on the order date.
• If the Customer fails to transfer any due amounts to the Service Provider by the specified dates, then he/she will have to pay interest with respect to the outstanding payment plus 3 percent per year. The interest will accumulate on a daily basis from the date when the payment was due to the actual payment date of the remaining amount.
• The Service Provider may demand immediate compliance with the Customer’s obligations if the Customer falls in the state of bankruptcy, insolvency or has his/her bank accounts preserved.
• The Service Provider may require at its own discretion advance payment (partial or complete) regarding any amounts payable by the Customer or request the Customer to provide third-party guarantees for these amounts to the satisfaction of the Service Provider. Also the service provider may require the transfer of a payment through an irrevocable L/C verified by an acceptable bank. In each of the cases, the Customer’s failure may lead to suspension of the delivery of the Service Provider’s services.

Art. 19. Cancellation cost

• After the Customer places an order, he/she has to pay the Service Provider the full service price, even if he/she decides to call off the Service Provider’s services, unless service provision (e.g. secretarial support) has not started yet AND the Service Provider has not yet issued any invoices.
• The Customer will not be refunded in full if he/she terminates the contract due to reasons listed in Art. 13, unless the Service Provider is given enough time to mitigate the issues. The time needed can depend on other parties, so an exact estimate cannot be presented. If the Service Provider proves unable to correct the issue, it may consider it appropriate to refund the Customer for the particular service.
• Refunds on company formation cannot be granted after the actual formation of the entity (and registration at the Commercial Chamber). The performed work and the created entity involve costs that once paid cannot be reimbursed.

Art. 20. Accounting/administration costs

In case the Customer decides to shift his accounting to another provider, the accountant of the Service Provider will complete the transfer for a fee of 750 Euro.

Art. 21. Communication

Sending electronic messages to the Service Provider is at the Customer’s risk. The Service Provider shall not be liable or responsible for the incomplete or incorrect arrival, or the non-arrival of a message sent electronically.

Art. 22. Confidentiality

• The Customer will keep confidential any obtained information regarding the procedures, corporate information and details given by the Service Provider.
• A violation of these conditions by the Customer will give the Service Provider the right to discontinue all services, regardless of their nature.

Art. 23. Competent courts and applicable laws

All disputes shall be settled without exception by the Dutch competent courts, unless the parties have agreed to different arrangements in written.

Part 2 – Terms and conditions Accounting Service

          
Agreement for tax- bookkeeping Services (NL)

WHEREAS, the Client desires to obtain certain bookkeeping services from ICS ADVISORY and agrees to engage ICS ADVISORY as an independent to perform these services and ICS ADVISORY hereby agrees to provide such services to the Client.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the contracting parties agree on the following conditions:

1. Contract Term

This Contract shall become effective on STARTDATE. It shall continue in effect for a period of one ‘book year’. The Contract will be extended automatically if the Client does not terminate the Contract in writing three months before the end of each consecutive book year.

2. Designated Client Representative

To ensure effective communication and an efficient design process between the Client and

ICS ADVISORY, the Client agrees to designate a single representative to work directly with  ICS ADVISORY.

Designated Client Representative Information:

Name: ______________________________________

Phone: ______________________________________

Email: _______________________________________

3. Bookkeeping Services

Under the terms and conditions set out in this Contract, ICS ADVISORY hereby agrees to provide the following services to the Client:

• The VAT TAX Returns. ICS ADVISORY will prepare the quarterly VAT TAX Returns based on the provided sales- purchase invoices, and bank statements/cash ledger. These documents will have to be sent before ICS ADVISORY on the 24th of each month.
• Preparation of the Annual report at the end of each book year.
• Depositing the Annual Report at the Dutch Chamber of Commerce.
• Filling the Annual Corporate Tax Return within 6 months after years end.

In addition, ICS ADVISORY may perform additional bookkeeping services for the Client, if the Client so requests and ICS ADVISORY agrees to do so. However, any services that are not specifically described in this confirmation sheet are not included in the Bookkeeping fee and will be billed separately to the Client.

The Client will provide ICS ADVISORY a proxy to act on behalf of the Client’s Company specifically for dealing with the tax authorities. Apart from that the Client will approve the instruction for the tax authorities to forward all tax related correspondence directly to the Accounting Department of ICS ADVISORY (in Breda). For this purpose, we added Annex A (Proxy) to this confirmation sheet.

4. Use of the services of third parties

ICS ADVISORY shall be entitled to use the services of third parties when providing Services to the Client.

5. Bookkeeping Service Fee

In consideration of the services to be performed by ICS ADVISORY, the Client agrees to compensate ICS ADVISORY for the services rendered as follows:

6. Cost and Expenses

In addition to the fees specified above, the Client will reimburse ICS ADVISORY for any incidental costs and expenses incurred by ICS ADVISORY in performing, for the Client, the services set out in this Contact, including but not limited to, amendments that need to be made after the filing date, handling of petitions and objections on fiscal matters and similar expenses. Costs and expenses will be invoiced to the Client on a hourly basis fee of €90 ex. VAT.

If your company is granted a high-risk status (based on your business activities or background), ICS ADVISORY can charge the Client a deposit of up to €995.

We will always confirm the costs or estimation of cost with you in advance.

7. Payments

All (quarterly) payments must be paid in advance. When the payment is not received on time, ICS ADVISORY has the right to stop its services and the quarterly VAT return might be delayed, with potential fines (and extra fees) as a result.
ICS ADVISORY will submit its first invoice for the booking services, once we receive the assignment from the Client, and will start its services after the payment has been received.

8. Authorized Debit

The Client accepts to sign a mandate form, that gives ICS ADVISORY the permission to send recurrent business- to- business collection instructions to the bank to debit your (Dutch) corporate bank account.

9. Client’s responsibility

The Client will be solely responsible for providing ICS ADVISORY all information, invoices, data and documents necessary to perform the Services agreed under this Contract. The Client will provide ICS ADVISORY all the necessary documents and invoices at the end of each month. At the latest the following deadlines must be followed:

• For the first Quarter, the documents must be received by ICS ADVISORY on the 10th of April on the latest.
• For the second Quarter, the documents must be received by ICS ADVISORY on the 10th of July on the latest.
• For the third Quarter, the documents must be received by ICS ADVISORY on the 10th of October on the latest.
• For the fourth Quarter, the documents must be received by ICS ADVISORY on the 10th of January on the latest.

The Client acknowledges and agrees that the accuracy of financial information provided to ICS ADVISORY is the sole responsibility of the Client. ICS ADVISORY shall not be held responsible for the production of inaccurate financial statements, records and billing or any other financial reports if the financial data is submitted on the basis of inaccurate information provided by the Client.

ICS ADVISORY might require the approval of the Client before submitting a tax return or annual report. It is the Client’s responsibility to respond promptly and avoid any late filing penalties.

10. Fast-track procedure & Administration costs

If the Client submits the required documents after the deadline mentioned in paragraph 7, ICS ADVISORY will charge the Client an administrative fee of €67 for each delay. Similar fees will occur in case of urgent requests which need consideration within a limited time frame. Alternative fees can be quoted by ICS ADVISORY depending on the situation.
If the Client submits the required paperwork one month after the deadline is passed, ICS ADVISORY can charge the Client €67 administration costs, and the Client needs to consider late filing penalties charged by the Tax Authorities. Extra fees can occur to object against an ‘estimated’ assessment (by the tax authorities).

11. Mutual Representations

• Representations by the Client: The Client represents and warrants that:
• it will comply with the Dutch law in its use of the Services;
• the execution, delivery and performance of this Contract have been duly authorized and shall not conflict with any obligation of the Client, whether arising by contract, operation of law or otherwise;
• this contract constitutes a valid and legally binding obligation with ICS ADVISORY; and
• the Client has all the necessary rights to appoint ICS ADVISORY as its bookkeeper.

(b) Representations by ICS ADVISORY: ICS ADVISORY represents and warrants that:

• it will comply with the Dutch law in its performance of the Services;
• there are no contracts and/or restrictive covenants preventing the full performance of the duties and obligations of ICS ADVISORY under this Contract; and
• ICS ADVISORY has the requisite qualifications, knowledge and experience to perform the duties and obligations under this Agreement;

12. Transfer fee

If the Client desires to transfer the bookkeeping services to another Bookkeeper, he needs to inform ICS ADVISORY three months before the end of the first book year. The termination needs to be in writing. ICS ADVISORY will charge €395 to transfer all the documents, and digital files, of the Client to his/her new Bookkeeper, and cooperate as liaison in this matter. This is an optional service.

13. Limitation of Liability

ICS shall be liable for a non-completion or delay of an assignment only if it has been proved that the non-completion or delay was caused by the willful neglect or willful default of ICS ADVISORY. The extent of ICS ADVISORY’s liability shall not exceed the amount of the contract price and in no circumstances will ICS ADVISORY be liable for any consequential loss or loss of profits arising as a result of the above.

14. Interim Termination

ICS ADVISORY has the right to terminate this Contract immediately the moment there is an indication that money laundering, fraud, terrorism financing or illegality in general may be taking place. The Client will be responsible and liable for any damage caused to ICS ADVISORY. The full price of the services will not be refunded to the Client if ICS ADVISORY decides to terminate the Contract as a result of the above-mentioned reasons.

In case of any breach of the stipulated conditions, or in case of any misinformation, the tax authorities can decide to revoke the VAT number and ICS ADVISORY can decide to terminate its bookkeeping services and resign as tax representative.

15. Jurisdiction & Disputes

This Contract shall be governed by the laws of the Netherlands. All disputes shall be resolved by the Courts of the Netherlands. The parties consent to the exclusive jurisdiction of such Courts, agree to accept service of process by mail and waive any jurisdictional or venue defenses otherwise available.

16. Integration

The undersigned, declares that the Client wishes to make use of the above services, subject to the provisions set out in the General Terms and Conditions of which an extract in print is attached. The undersigned hereby expressly declares that he/ she agrees with which conditions thereof.

These terms and conditions have been drafted by Emberlawfirm

ICS Advisory is headquarted on:
Beursplein 37
3011AA Rotterdam
Netherlands

ICS has the Chamber of Commerce reg. nr. 71469710 and VAT nr. 858727754

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