Terms and Conditions

General terms and conditions ICS Formations BV

Article 1. Definitions
In these general terms and conditions, the following definitions shall apply:
1.1 General terms and conditions: the entirety of the provisions as included below.

1.2 ICS Formations BV: the private company with limited liability ICS Formations BV, having its registered office at Stadionstraat 11c10, 4815NC Breda, registered in the Trade Register of the Chamber of Commerce under number 95852565, hereby lawfully represented by Ivo van Dijke. ICS Formations BV includes all trade names.

Unless expressly agreed otherwise in these general terms and conditions, all terms and conditions shall also apply to the trade names.

and ICS Advisory & Finance BV 37, 3011 AA Rotterdam, the Netherlands, registered in the Trade Register of the Chamber of Commerce under number 71469710, hereby lawfully represented by Ivo van Dijke.

Together the both firms will be referred to as ''ICS'', whereas client understands that:
ICS Advisory & Finance BV takes care of all the accounting services for the clients of ICS.
ICS Formations BV provides the company formations, VAT applications, secretarial services, translation services and general assistance of ICS.

1.3 Client: the natural or legal person who has entered into an agreement with ICS.

1.4 Parties: ICS and the client together.

1.5 Agreement: any agreement, as well as (legal) acts in preparation and implementation thereof, with the purpose of having ICS perform work commissioned by or for the benefit of Client.

1.6 Work: All work commissioned by Client or performed by ICS on any other account, in the broadest sense of the word.

1.7 Documents: all items made available by Client to ICS, such as (digital) documents or data carriers and all items produced by ICS within the framework of the agreement, including (digital) documents or data carriers.

1.8 Written: all communication in writing, including communication by e-mail and digital messaging, provided that the identity of the sender and the authenticity of the communication have been sufficiently established.

Article 2. Applicability of general terms and conditions
2.1 These general conditions shall apply to all offers made, quotations submitted, agreements concluded, services rendered and other actions taken by ICS. Deviations from these general terms and conditions shall only be valid if and insofar as they have been agreed upon by the parties in writing.
2.2 These general terms and conditions shall also apply to all agreements with ICS, which require the involvement of third parties.
2.3 In case of conflict between these general terms and conditions and arrangements made in an agreement, the provisions of the agreement shall prevail.

2.4 If the client uses general (purchase or delivery) conditions and refers to them, their applicability is hereby expressly excluded. Any terms and conditions that conflict with these general terms and conditions shall not be accepted by ICS.

2.5 The most recent version of the general terms and conditions of ICS shall apply. ICS has the right to unilaterally amend and supplement these general terms and conditions. Amendments will also apply with respect to already concluded agreements subject to a period of 30 days after the announcement of the amendments. ICS shall provide the client with the most recent version of the general terms and conditions or publish it on its website.

2.6 If one or more provisions in these general terms and conditions at any time are wholly or partially void, declared void or annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. Parties will consult to agree on a new provision to replace the void or voided provision. The purpose and purport of the original provision shall be observed as much as possible.

2.7 Should ICS, on its own initiative, deviate from these general conditions in favor of the client, no rights can ever be derived from this by the client.

Article 3. Offers and quotations
3.1 An offer made by ICS is without obligation. ICS has the right to revoke an offer made no later than three days after receipt of acceptance.

3.2 Offers will be made in writing and/or digitally, unless urgent circumstances make this impossible.

3.3 ICS offer does not include a fee for cooperation. The offer and/or quotation may include estimated cost items and estimated hours. The actual costs and hours incurred will then be invoiced on an after-the-fact basis.

3.4 Client is responsible for the accuracy and completeness of the information and data provided by or on behalf of Client to ICS on which the offer is based. If, after the offer has been made, it appears that the data provided deviate from the prevailing circumstances, ICS has the right to adjust the prices and other conditions involved. ICS is not obliged to verify the accuracy of the information or data provided by the client or third parties.

3.5 A composite quotation shall not oblige ICS to perform part of the assignment at a corresponding part of the quoted price.

3.6 ICS cannot be held to its offers and/or quotations if the client understands or can reasonably understand that the offer and/or quotation, or any part thereof, contains an obvious mistake, slip of the pen, printing, typesetting or typing error.

3.7 Offers and/or quotations do not automatically apply to future assignments.

Article 4. Realization of the agreements
4.1 The agreement/contract shall be concluded after the acceptance by the client of the offer made by ICS.

4.2 If the acceptance of the client deviates - whether or not on minor points - from the offer of ICS, the agreement/contract will be concluded if ICS has agreed (in writing) to these deviation(s).

4.3 If the client gives an order to ICS without a prior offer, ICS is only bound to this order after it has confirmed this (in writing) to the client.

4.4 Contracts shall only become binding upon ICS by written confirmation from ICS or as soon as ICS - without objection from the client - has commenced the execution of the assignment.

4.5 Amendments to the contracts shall only be valid if and insofar as they have been agreed (in writing) between the parties. ICS will carry out desired changes, provided this is reasonably possible. Modifications may entail that an agreed term within the agreement is exceeded by ICS, which shall be considered force majeure.

4.6 If during the execution of the agreement it appears that for a proper execution of the agreement it is necessary to amend or supplement the agreement, ICS shall inform the client as soon as possible. The parties shall proceed to amend the agreement in a timely manner and in mutual consultation.
Article 5. Duration of the agreements

5.1 An agreement is entered into for an indefinite period, unless the content, nature or scope of the agreement provides otherwise, or if the parties expressly agree otherwise in writing.

5.2 If a deadline has been agreed for the performance of certain tasks, this is never to be regarded as a deadline. Failure to meet such a deadline shall therefore not constitute an attributable shortcoming by ICS, nor shall it constitute grounds for termination of the agreement.

Article 6. Client's obligations

6.1 The client must be at least 18 years of age. ICS does not enter into agreements with minors.

6.2 Client is responsible for the timely and complete supply of all information, data and documents, which are necessary or which the client should reasonably understand are necessary for the execution of the agreement.

6.3 If the information and documents necessary for the execution of the agreement are not provided to ICS in a timely and complete manner, ICS shall have the right to suspend the execution of the agreement and to charge additional costs resulting from the delay to the client according to the then usual rates.

6.4 If the client has to provide information, data and/or documents that are necessary for the correct and complete execution of the agreement, the execution period shall start after the client has provided these data and/or documents to ICS.

6.5 Client guarantees the accuracy, completeness and reliability of the data and documents provided to ICS, even if they originate from third parties. Client remains responsible and liable for the possible consequences of providing incorrect, incomplete and unreliable information, data and documents.

6.6 If client so requests, the documents provided shall be returned to client.

6.7 Client is obliged to inform ICS of all information and data, which is necessary or useful for the (further) execution of the agreement.

6.8 The client is himself responsible for the safe and correct storage of digital files and/or keeping them. ICS is not responsible for lost (digital) files or the hacking thereof.

6.9 The client is advised to consult his legal/tax advisor and/or accountant before signing an agreement.

Article 7. Obligation to inform & due diligence
7.1 Client shall immediately inform ICS:

• if client is declared bankrupt or files for bankruptcy;
• if client applies for (temporary) suspension of payment;
• if client is the subject of an attachment order;
• if client is placed under guardianship or administration;
• if client company structures changes;
• if ownership of the clients company changes;
• if client otherwise loses the power of disposition or legal capacity with respect to all or part of his assets.

7.2 Client needs to send ICS a conduct certificate upon request.

7.3 ICS may ask Client 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 and international AML regulation such as (but not limited to):
https://www.dnb.nl/en/sector-information/open-book-supervision/laws-and-eu-regulations/anti-money-laundering-and-anti-terrorist-financing-act/

https://www.afm.nl/en/sector
https://www.imf.org/
https://finance.ec.europa.eu/

https://www.finra.org/
https://www.fatf-gafi.org/;

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

•  If Client 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 ICS.

Article 8. Execution of the agreements
8.1 ICS will determine the manner in which and by which person(s) the agreement will be executed. In doing so, ICS will take into account instructions given by the client.

8.2 ICS shall carry out the agreement to the best of its knowledge and ability, in accordance with the requirements of good workmanship and due care and with due observance of the applicable rules of conduct and professional practice. All this based on the then known state of science. ICS has a best-efforts obligation with regard to the services rendered and cannot be held accountable on the basis of a result obligation; ICS can therefore not be held liable for disappointing results and/or the non-achievement of intended objectives as a result of its services already rendered.

8.3 ICS makes every reasonable effort to secure the data that ICS stores for the client in such a way that these data are not available to unauthorized persons.

8.4 ICS is entitled, without prior notice to and explicit consent of the client, to have the agreed services (partially) performed by third parties, if this is desirable in the opinion of ICS. ICS is not responsible for errors and/or shortcomings of third parties hired, if ICS has exercised sufficient care in selecting these third parties.

8.5 ICS has the right to execute the assignment in phases.

8.6 If the assignment is executed in phases, ICS has the right to suspend the execution of those parts belonging to the next phase(s) until client has approved in writing the results of the preceding phase (such as approval of draft deed).

8.7 If the assignment is executed in phases, ICS has the right to invoice each executed part separately and demand payment for it. If and as long as this invoice is not paid by Client, ICS shall not be obliged to execute the next phase and ICS shall be entitled to suspend the assignment.

8.8 In case of engaging in accounting service, the client must submit the documents necessary for the accounting (or the filing of the tax return) monthly or within an acceptable period of time (a maximum of 10 days after the end of the accounting period):

- For the first Quarter, the documents must be received by ICS on the 10th of April on the latest;

- For the second Quarter, the documents must be received by ICS on the 10th of July on the latest;

- For the third Quarter, the documents must be received by ICS on the 10th of October on the latest;

- For the fourth Quarter, the documents must be received by ICS on the 10th of January on the latest.

 All consequences for not submitting the accounts on time or in full will be at the client's expense and risk.

8.9 ICS will perform its obligations using the information provided by the client. ICS cannot be held responsible or liable for delays in submitting tax returns, if the client has not submitted the required documents on time (up to ten days after the end of the accounting period) or haven’t paid for the accounting services upfront.

8.10 ICS shall not be held liable for any interest charges incurred as a result of:

(a) Late submission of the annual tax filing, in cases where the client has failed to approve the annual report within the stipulated period of 30 days from the date of its transmission to the client; or

(b) Late submission of the quarterly VAT filing, in instances where the client has not provided ICS with the requisite documentation within the prescribed deadlines as outlined in Article 8.8 of these general terms and conditions.

8.11 The information provided by ICS under the agreement is subject to the case law and laws and regulations in force at the time. ICS is not responsible or liable if changed case law and/or laws and regulations affect the client.

8.12 ICS shall at all times have the right to request the necessary postponement to file tax returns etc. for the client. The client hereby gives its express and unconditional consent to the request for postponement.

8.13 In the event that the client requires assistance in establishing a bank account or an Electronic Money Transmitter account, ICS shall undertake reasonable efforts to provide such assistance. However:

(a) ICS is legally unable to directly performing this service on behalf of the client;

(b) The approval of any subsequent application remains at the sole discretion of the relevant financial institution.

8.14 The client cannot derive any rights from commitments made by ICS, which have not been recorded in writing by the management of ICS. Employees other than management are not authorized to make commitments and ICS can never be held liable or responsible for this.

8.15 ICS reserves the right to apply a customized rate for exceptionally complex accounting situations, including but not limited to:

• Transactions involving foreign currencies;
• Preparation of intercompany reports;
• Consolidated financial statements;
• Situations requiring multiple data revisions or numerous revisions after the draft report
• In situations where, due to any reason beyond the control of ICS, the time spent in the file significantly exceeds the norm.

The specific rate will be determined based on the particular circumstances and complexity of the situation. ICS will inform the client as early as possible regarding a custom quote.

Article 9. Immigration

9.1 ICS bears no responsibility or liability for the denial of the permit if the client has not provided the necessary documents.

9.2 ICS bears no responsibility if the client is rejected by the Immigration and Naturalization Service. No institution in the Netherlands can guarantee acceptance.

9.3 ICS bears no responsibility for the content of the client's business plans or for the refusal of a financing/permit/etc. based on the business plans.

Article 10. Special provisions for establishment of company

10.1 The fee for establishing an entity includes the registration of the company, i.e. notarization and registration with the Dutch Chamber of Commerce.

10.2 ICS Formations B.V. is responsible for the registration of the company.

The client is responsible for the company itself.

10.3 ICS Formations B.V. bears no responsibility or liability for delays caused by unforeseen circumstances, as mentioned in article 16 of these general conditions (force majeure), technical failures at the Chamber of Commerce and other events beyond the control of ICS Formations B.V.

10.4 The client must give his/her approval on the draft deed. ICS Formations B.V. is not responsible for errors in the deed after incorporation, after the client has been able to view the draft deed and has given or has been able to give his approval. Possible (additional) costs for amendments to the articles of association shall be for the account and risk of the client.

10.5 The client must have a sufficient command of the Dutch and/or English language. If the client has insufficient command of the Dutch and/or English language, the client should immediately notify ICS Formations B.V. so that an interpreter can be arranged. The costs for the interpreter will be at the client's expense and risk.

10.6 The official deed of incorporation will be provided in Dutch, along with a non-official translation into English. Should the Client require an official translation in any other language, certified translation services can be arranged at additional cost.

10.7 In the event that the client's company structure comprises more than three (3) entities requiring Know Your Customer (KYC) checks, ICS Formations B.V. reserves the right to impose an additional fee for each entity exceeding this threshold. Such additional fees shall be applied as follows:

(a) For the first three (3) entities, KYC checks shall be conducted within the scope of the standard service provision;

(b) For each entity beyond the initial three (3), an extra fee of €125 shall be levied to cover the costs associated with the additional KYC checks;

(c) For structures involving tax havens additional charges may be applied;

(d) The amount of the additional fee shall be determined by ICS Formations B.V. and communicated to the client prior to the commencement of the additional KYC procedures.

Article 11. Special provisions secretarial package
11.1 The agreement relating to secretarial package is entered into for the duration of one year from the incorporation date. If incorporation was done through another party, the agreement is entered into for the duration of one year from the payment date.

11.2 The first VAT number application is included in the secretarial package. This is a one-time service and applies to the first VAT number. Other services, such as changing VAT numbers, are considered additional work and will therefore incur additional fees.

11.3 ICS Formations B.V. is not responsible or liable for decisions made by government agencies, such as a notary, the Dutch Chamber of Commerce, the Dutch Tax Office, etc.

Article 12. Honorarium additional accounting services
12.1 The rates for services are exclusive of VAT, and exclusive of other costs, such as other government levies, travel, shipping and/or costs of hired third parties, unless explicitly indicated otherwise or agreed upon otherwise. Additional costs will be invoiced to the client on the basis of subsequent calculation.

12.2 The fee of ICS Advisory & Finance, if necessary increased by advances and invoices of hired third parties, will be charged to the client per month, per quarter, per year or after completion of the work, including any turnover tax due.

12.3 ICS reserves the right to adjust prices for its services in the event of increased costs incurred by the company, including but not limited to inflation and other operational expenses. The amount of any price increase will be determined by ICS at its discretion.

Client will be notified in advance of any planned price increases and will have the opportunity to cancel their subscription by the end of the financial year.

Article 13. Invoicing, payment and collection
13.1 Payment of the invoice should be made within 15 days of the invoice date, unless another payment term has been expressly agreed or stated.

13.2 ICS reserves the right at all times to require (full) prepayment or any other security for payment from Client.

13.3 Objections to the invoice shall not suspend the client's obligation to pay.

13.4 In case of non-timely payment or incomplete payment, ICS shall be entitled to suspend the execution of the agreement with immediate effect or to dissolve it by means of a written statement.

13.5 In case of late or incomplete payment, the client shall be in default by operation of law and ICS shall have the right, without further notice of default being required, to charge the client legal interest from the due date until the date of full payment.

13.6 ICS is entitled to charge the client (extra) judicial collection costs of 15% of the agreed total amount, with a minimum of € 150,-, also in so far as the actual costs exceed the judicial cost order, without prior notice of default being required. The latter applies insofar as mandatory provisions do not oppose this.

13.7 Payments made by the client shall first be deducted by ICS from all interest and costs due and subsequently from the longest outstanding payable invoices.

13.8 In the event of a jointly given assignment, the clients, insofar as the services have been performed on behalf of the joint clients, shall be jointly and severally liable for payment of the invoice amount, regardless of the name on the invoice.

Article 14. Inability to pay
14.1 ICS shall be entitled to dissolve the agreement in writing without further notice of default and without judicial intervention, at the time when the client:

• is declared bankrupt or files for bankruptcy;
• applies for (temporary) suspension of payment;
• is seized in execution;
• otherwise loses the power of disposition or legal capacity with respect to all or part of his assets.

Article 15. Suspension and dissolution

15.1 ICS shall have the right to suspend the fulfillment of its obligations, until all due and payable claims against the client have been paid in full, if (1) the client fails to fulfill the obligations under the agreement or fails to fulfill them in full, or (2) if ICS has taken cognizance of circumstances which give it good reason to fear that the client will not be able to (properly) fulfill its obligations, or (3) if at the conclusion of the agreement the client has been requested to provide security for the fulfillment of its obligations under the agreement and such security is not provided.

15.2 ICS is also authorized to dissolve the agreement (or have the agreement dissolved) in the situations mentioned in the first paragraph of this article, or if other circumstances arise which are of such a nature that fulfillment of the agreement is impossible or can no longer be required by standards of reasonableness and fairness. This also includes if the client refuses to take into account and/or does not comply with additional requests for due diligence for the purpose of compliance with laws and regulations (e.g. Anti Money Laundering Directive/WWFT).

15.3 Dissolution shall be by written notice and without judicial intervention.

15.4 If the agreement is dissolved, ICS claims against the client shall be immediately due and payable.

15.5 ICS reserves the right to claim damages and is not liable for any damages or costs incurred by the client or third parties.

15.6 Communication between the parties

(a) ICS shall communicate with the client exclusively via electronic mail (email) and telephone.

(b) In the event that: (i) Correspondence is directed to an email address or telephone number that is no longer in use; and (ii) The client has failed to provide timely notification of such change to ICS, ICS shall not be held liable for any damages, fines, or other adverse consequences resulting from the client's non-receipt of such correspondence.

(c) The client bears the sole responsibility for:

(i) Maintaining current and functional email addresses and telephone numbers for communication with ICS; and

(ii) Promptly notifying ICS of any changes to their contact information.

(d) Any claim against ICS for losses or damages arising from communication failures due to outdated or incorrect contact information provided by the client shall be expressly waived.

Article 16. Force Majeure
16.1 If the execution of the agreement becomes impossible due to a cause for which ICS cannot be held accountable or due to which fulfillment of its obligations cannot reasonably be required of ICS, including but not limited to illness, breakdowns in the computer network or other technical failures, shortcomings of third parties hired by ICS, government measures and other stagnation in the normal course of business within its company, ICS shall be entitled to suspend the execution of the agreement.

16.2 In these General Terms and Conditions, force majeure shall mean: a circumstance that cannot be attributed to the fault of ICS and cannot be attributed to ICS by virtue of the law, legal act or generally accepted practice. In addition to this interpretation of force majeure under the law and jurisprudence, force majeure shall also include: all external causes, foreseen or unforeseen, which ICS cannot influence, but which prevent ICS from fulfilling its obligations.

16.3 In case of force majeure, ICS will make reasonable efforts to provide an alternative solution, if desired.

16.4 If the force majeure situation occurs at the time that ICS has (partially) fulfilled its obligations or will be able to fulfill them, ICS is entitled to invoice the part already fulfilled or to be fulfilled. The client is obliged to pay this invoice as if it were a separate agreement.

16.5 From the moment that the force majeure situation has lasted for at least 2 months or is of a permanent nature, both parties may (partially) dissolve the contract by means of a written notification, without judicial intervention, without the parties being able to claim any damages.

Article 17. Liability and indemnity

17.1 In case the client proves that he has suffered damages as a result of an attributable shortcoming of ICS, resulting from or related to the execution of the agreement, the liability of ICS for direct damages only, shall be limited to a maximum of the amount to which, in the relevant case, ICS is entitled under the liability insurance taken out by ICS, increased by ICS' deductible under that insurance.

17.2 If, for whatever reason, no payment is made under the liability insurance referred to in the first paragraph of this article, any liability shall be limited to a maximum of the (part of the) invoice amount to which the liability relates.

17.3 ICS shall only be liable for direct damage. Direct damage is exclusively understood as:

• the reasonable costs incurred to establish the cause and the scope of the damage, insofar as the establishment relates to damage in the sense of these conditions;
• any reasonable costs incurred to have the faulty performance of ICS comply with the agreement, to the extent that these can be attributed to ICS;
• reasonable costs incurred to prevent or limit the damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as meant in this article.

17.4 ICS liability for indirect damages, including but not limited to consequential damages, lost profits, missed savings, mutilated, or lost data or materials, damages due to business interruption, personal injury or immaterial damages, is excluded.

17.5 ICS shall never be liable for damage, of whatever nature, resulting from:

• the client's failure to comply with the obligations contained in these general conditions;
• a force majeure situation as referred to in article 16 of these general terms and conditions;
• supply of incorrect and/or incomplete data, information and/or documents provided by or on behalf of the client, including the client's failure or refusal to provide information and/or data on time;
• the client's failure to comply with statutory invoicing requirements and/or to apply the correct VAT rates;
• damage to information, data and/or records or the loss of client's information, data and/or records stored at ICS or third parties;
• use of the services for purposes other than those intended;
• failure or improper compliance with advice and/or instructions of ICS by the client or third parties;
• damage or destruction of documents during transport or during shipment by mail or courier service, regardless of whether the transport or shipment is done by or on behalf of the client, ICS or third parties;
• errors or failures in used equipment, software;
• a longer (delivery) term and/or execution term than originally foreseen, regardless of the underlying reason;
• violation of intellectual property rights and/or privacy rights, because third parties have gained unauthorized access to the information and/or data of ICS and/or the client;
• violation of intellectual property rights because the client infringes on intellectual property rights of third parties;
• disappointing results and/or failure to achieve intended objectives;
• errors and/or shortcomings of engaged third parties, including government agencies and (technical) problems at the Chamber of Commerce.

17.6 ICS shall never be liable for any damage suffered by third parties. The client shall indemnify and hold ICS, its personnel and subcontractors harmless from and against any and all claims by third parties due to or resulting from the execution of the contract.

17.7 Any liability of ICS shall expire by the mere lapse of one year from the moment that the agreement has been terminated by completion, cancellation or dissolution.

17.8 The provisions of this article apply except for intent or deliberate recklessness on the part of ICS or its executives and if mandatory provisions dictate otherwise.

Artikel 18. Transfer of risk
18.1 The risk of loss or damage to items that are the subject of the assignment shall be transferred to the client from the moment at which they are legally and/or actually delivered to the client and thereby brought under the control of the client or a third party designated by the client.

Article 19. Confidentiality
19.1 ICS is obliged to maintain confidentiality towards third parties who are not involved in the execution of the assignment. This confidentiality concerns all information of a confidential nature made available to ICS by the client and the results obtained by the processing thereof. This confidentiality does not apply insofar as legal or professional provisions require disclosure.

Article 20. Intellectual Property

20.1 ICS reserves all rights with regard to products of the mind which it uses or has used within the framework of the execution of the agreement with Client, insofar as any legal rights to these products may exist or be established.

20.2 Client is expressly prohibited from duplicating, publishing, processing or exploiting products, including but not limited to advice, working methods, (model) contracts and system designs and/or other intellectual products without the prior permission of ICS.

20.3 Client is not allowed to provide products of the mind to third parties, other than to obtain an expert opinion about the work of ICS.

20.4 Client shall indemnify ICS against any claim of third parties based on infringement of all intellectual property rights.

20.5 In case of violation of the provisions of this article, Client shall be held to fully compensate all damages suffered by ICS and by third parties.

Article 21. Termination of services and refund policy

21.1 If the services are prematurely terminated by the Client, ICS shall be entitled to compensation for the resulting and plausible loss of capacity utilization, unless the termination is attributable to ICS. Furthermore, client shall then be held to pay the invoices for the work performed up till that moment and the expenses made by ICS and third parties.

21.2 Refund Eligibility and Conditions

The client may, under specific circumstances and at the sole discretion of ICS, be eligible for a refund. Such eligibility shall be determined in accordance with the refund table provided in Appendix A and the following provisions:

(a) Non-Refundable Circumstances:

(i) If the client halts the incorporation process after all documents have been forwarded to the notary;

(ii) If the notary rejects the client's registration due to unsuccessful KYC checks;

(iii) If the client refuses to provide necessary information for KYC checks;

(iv) If the Dutch Chamber of Commerce refuses the incorporation.

In these cases, no refund of incorporation costs shall be provided.

(b) Partial Refund: In the event the client fails KYC checks, ICS shall withhold only the costs associated with KYC checks. The remaining amount paid may be refunded to the client.

(c) Suspension of Incorporation Process: (i) If the client fails to respond for a period of up to 30 days, the incorporation process shall be suspended; (ii) The process may be resumed within a six-month period, subject to additional costs; (iii) After six months, an extra fee of €500 shall be applied to resume the incorporation process.

(d) Expiration of Payment: If the client remains unresponsive for over one year, the initial payment shall expire. The client shall be required to pay the full incorporation price again to reinitiate the process.

(e) Prepaid Services: In cases where the client has prepaid for secretarial or accounting services, and the company's incorporation is hindered due to any reasons mentioned in this article, a refund for such prepaid services may be granted at the discretion of ICS.

21.3 If the agreement is terminated prematurely by ICS, ICS will, in consultation with the client, take care of transferring the work still to be done to third parties, unless the termination is attributable to the client. ICS is entitled to charge transfer costs to the client.

21.4 Cancellation of purchased services does not automatically entitle the Client to a refund. ICS may decline to issue a refund if costs have already been incurred for providing the service. Each request for a refund will be reviewed on a case-by-case basis, taking into account the specific circumstances of the cancellation and the associated costs.

Article 22. Complaints / claims
22.1 Claims concerning the work performed must be made in writing to ICS within 15 days after the date of dispatch of the documents or information about which the client is complaining, or within 15 days after the discovery of the defect, if the client proves that he could not reasonably have discovered the defect earlier.

22.2 Complaints regarding the invoice should be made known to ICS within 15 days after receipt.

22.3 A complaint does not suspend the client's payment obligation.

22.4 Complaints will not be dealt with after the aforementioned deadlines. All consequences of not immediately reporting shall be at the client's expense and risk.

22.5 ICS shall be given the opportunity to investigate the complaint and shall at all times have the right to improve the performance of the agreement. In the event of a justified complaint, ICS shall consult with the client in order to reach a suitable solution.

Article 23. Applicable law and choice of forum
23.1 All agreements between Client and ICS, as well as any disputes arising therefrom, shall be governed exclusively by Dutch law.

22.6 The client shall never be entitled to a full refund of the agreed or paid amount. A possible price reduction is at all times at the discretion of ICS.

23.2 The applicability of the Vienna Sales Convention or other applicable International laws and regulations is expressly excluded.

23.3 The Dutch court in the district where ICS is located has exclusive jurisdiction to take cognizance of any disputes between the parties, except for mandatory provisions of law.

Appendix A. Refund Policy ICS

Incorporation / Statute change (incl. notarial services)

Secretarial Services

Accounting Services

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