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

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.

Art. 4. Provided information

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.

Art. 5. Third party services

Art. 6. Bank account opening

Art. 7. Immigration

Art. 9. Secretary / Local representative

Art. 10. Accountancy

Art. 11. Company incorporation

Art. 12. Offers

Art. 13. Service delivery, liability

Art. 14. Customer obligations

Art. 15. Immediate contract termination

Art. 16. Additional expenses and costs

Art. 17. Periodic or additional due diligence

– 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;

Art. 18. Payment terms

Art. 19. Cancellation cost

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

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.

  1. 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: _______________________________________

  1. Bookkeeping Services

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

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.

  1. 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.

  1. 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:

Services Amount excl. 21% VAT
Accounting Fee per 0-100 invoices € 395 per quarter (3 months)
Extra fee for more than 100 invoices €   75 per quarter (3 months) – per additional 100 mutations
Tax consult / reports by junior consultant € 90   per hour
Tax consults / reports by senior partner € 155 per hour
VIES return applicable by shifted VAT € 35 per return
Objection on fiscal matters € 90
In case of a Tax Audit or Investigation/Visit Retainer of € 675
Start up meeting with anyone who comes to meet ICS ADVISORY on behalf of the Client or comes to gain information about the Client € 90 per hour
  1. 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.

  1. 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.

  1. 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.

  1. 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:

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.

  1. 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).

  1. Mutual Representations

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

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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 Lwzjuristen

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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