Terms & Conditions Wetaxus B.V.

These are the general terms and conditions of Wetaxus B.V. (Wetaxus). Wetaxus is located at Tussen de Bogen 25, 1013 JB Amsterdam, the Netherlands, and is registered with the Dutch Chamber of Commerce (KvK) under number 92284051.

We reserve the right to amend these general terms and conditions. In the event of any changes, you will receive an updated version. You agree that the most recent version of these general terms and conditions shall apply to the engagement at all times. Arrangements that deviate from these general terms and conditions are only valid if they have been recorded in writing.

1. Services

Our services consist of processing the bookkeeping of companies and preparing tax returns.

2. Applicability of Terms & Conditions

These general terms and conditions apply to every proposal, quotation and engagement between Wetaxus and you (the Client). We will provide these general terms and conditions to you free of charge upon request.

3. Formation of the engagement

The engagement is formed when the Client signs the quotation.

4. Quotations and proposals

4.1. All proposals and quotations issued by Wetaxus are without obligation, unless agreed otherwise. An offer in a quotation applies only to the specific underlying engagement (and not to any future engagements).

4.2. If the Client provides information to Wetaxus, Wetaxus may assume that this information is correct and will base the quotation on it.

5. Pricing

5.1. The fees agreed upon with Wetaxus are automatically adjusted annually on 1 January based on the Services Price Index (DPI) of Statistics Netherlands (CBS), specifically for the sector "Accounting, auditing and tax advisory" (SBI code 692). This indexation takes place without prior written notification.

5.2. Wetaxus may increase the price for services in the interim if unforeseen and cost-increasing circumstances arise after the formation of the engagement.

5.3. If Wetaxus is compelled to increase the price due to the circumstances referred to in the preceding article, the Client has the right to cancel the engagement. Costs or hours already incurred will be invoiced. In such cases, the Client has no right to compensation or damages.

6. Payment and collection costs

6.1. The Client is obliged to pay Wetaxus invoices within a period of fourteen (14) days from the invoice date, unless otherwise agreed in writing. Invoicing takes place on a monthly basis. If the Client does not pay the invoice on time, the Client is in default by operation of law. The Client shall then owe the statutory interest (if the Client is a consumer) or the statutory commercial interest (if the Client is a business) plus 1%. Interest on the amount due is calculated from the moment the Client is in default until the moment of full payment of the total amount owed.

6.2. If the Client is in default, the Client also owes all extrajudicial collection costs to Wetaxus. For an invoice amount up to €267, these costs will be €40. For a higher invoice amount, the maximum collection costs are as follows:

• 15% on the first €2,500;
• 10% on the portion remaining thereafter, up to €5,000;
• 5% on the portion remaining thereafter, up to €10,000;
• 1% on the portion remaining thereafter, up to €200,000;
• 0.5% on the remainder, with total collection costs capped at €6,775.

6.3. The full claim of Wetaxus on the Client is immediately due and payable if:

• The Client exceeds a payment deadline;
• The Client has been declared bankrupt or has been granted a suspension of payments (surseance van betaling);
• The Client (legal entity) is dissolved or liquidated;
• The Client (natural person) is placed under guardianship (curatele) or passes away.

7. Contract duration

7.1. Wetaxus and the Client enter into the engagement for a fixed period of one (1) year, commencing on the date of signing the agreement, unless the Parties agree otherwise in writing.

7.2. Upon expiry of the period referred to in Article 7.1, the agreement is tacitly renewed for an indefinite period, subject to a notice period of one (1) month after the first contract year.

7.3. Both Wetaxus and the Client may terminate the agreement in writing after the first contract year at the end of a calendar month, subject to a notice period of one (1) month. Termination must be effected by registered letter.

7.4. Interim termination during the first contract year is only possible if the Parties agree to this in writing and by mutual consultation, unless there is an urgent reason that justifies immediate termination.

8. Third parties

Wetaxus may have work performed (in part) by third parties. Articles 7:404 of the Dutch Civil Code (BW) (performance by a specific person), Article 7:407(2) (joint and several liability) and 7:409 BW (death of a specific person) do not apply.

9. Performance of the engagement

9.1. Wetaxus will perform the engagement to the best of its knowledge and ability and in accordance with the standards of good workmanship.

9.2. The Client shall ensure that all information or materials necessary for Wetaxus to perform the engagement are provided to Wetaxus in a timely manner.

9.3. If the Client fails to provide the necessary information or materials in a timely manner, Wetaxus may suspend the performance of the engagement and invoice the additional costs resulting from the delay. Wetaxus is not liable for damage arising from Wetaxus having relied on incorrect or incomplete information provided by the Client.

10. Amendment of the engagement

10.1. If during the engagement it becomes apparent that it is necessary to amend or supplement the scope of the engagement for its proper performance, the Parties shall do so by mutual consultation.

10.2. Wetaxus may increase or decrease the agreed price. Where possible, Wetaxus will provide a price estimate in advance. An amendment of the engagement may also affect the stated timeline for performance. The Client accepts the possibility of changes to the engagement, the price and the performance timeline.

10.3. Wetaxus may refuse a request from the Client to amend the engagement if this could have qualitative or quantitative consequences for the work to be performed.

11. Suspension and dissolution

11.1. Wetaxus may suspend the engagement if Wetaxus is temporarily unable to fulfil its obligations due to circumstances beyond its control or of which Wetaxus was not aware.

11.2. If performance becomes permanently impossible, the Parties may dissolve the engagement for the part that has not yet been performed.

11.3. Wetaxus may suspend performance of the engagement if the Client fails to fulfil its obligations in whole, in part or in a timely manner. In such cases, the Client must pay damages to or indemnify Wetaxus.

12. Interim termination

12.1. If Wetaxus terminates the engagement in the interim, Wetaxus will arrange for the transfer of work still to be performed to third parties, unless the termination is attributable to the Client. If the transfer of work entails additional costs for Wetaxus, these costs shall be borne by the Client.

12.2. Wetaxus may terminate the engagement with immediate effect (and is not obliged to pay damages or compensation) in any of the following cases:

• The Client exceeds a payment deadline;
• The Client is bankrupt or has been granted a suspension of payments (surseance van betaling);
• The Client (legal entity) is dissolved or liquidated;
• The Client (natural person) is placed under guardianship (curatele) or passes away; or
• There is another circumstance as a result of which the Client can no longer freely dispose of its assets.

13. Force majeure

13.1. Wetaxus is not required to fulfil its obligations in the event of force majeure (overmacht).

13.2. Wetaxus may suspend its obligations under the engagement during the period in which the force majeure continues. If this period lasts longer than one month, either Party may dissolve the engagement without being obliged to pay damages.

13.3. If Wetaxus has partially fulfilled its obligations and the fulfilled part has independent value, Wetaxus may invoice the fulfilled part.

14. Retention of title

14.1. Everything delivered by Wetaxus remains the property of Wetaxus until the Client has fully fulfilled all its obligations.

14.2. The Client must do everything it can reasonably be expected to do to safeguard the property of Wetaxus.

14.3. If Wetaxus wishes to exercise its property rights, the Client grants unconditional and irrevocable permission to Wetaxus to enter all premises where the property is located, so that Wetaxus may retrieve it.

15. Inspection

15.1. The Client must inspect the delivered work at the time it is made available or when the work has been completed. The Client must check whether the quality and quantity of what has been delivered corresponds with what was agreed and whether it meets the requirements agreed upon by the Parties.

15.2. The Client must report any visible defects to Wetaxus in writing within fourteen days of delivery. Any non-visible defects must be reported to Wetaxus in writing within thirty days of their discovery. The report must contain a detailed description of the defect.

16. Complaints

16.1. The Client must report any complaints in writing and within one month.

16.2. If the Client submits a complaint in a timely manner, this does not suspend the Client's payment obligation.

16.3. If the Client reports a complaint late, the Client is no longer entitled to rectification, replacement or compensation.

16.4. If it is established that a matter is defective and this has been reported in a timely manner, Wetaxus will replace, repair or reimburse the defective matter within a reasonable period after written notification of the defect by the Client.

16.5. If it is established that a complaint is unfounded, the costs incurred by Wetaxus as a result (such as investigation costs) shall be borne entirely by the Client.

17. Liability

17.1. Wetaxus is only liable for direct or indirect damage suffered by the Client that is the direct and exclusive result of a shortcoming on the part of Wetaxus.

17.2. Wetaxus is not liable for damage arising from Wetaxus having relied on incorrect or incomplete information provided by the Client.

17.3. The liability of Wetaxus is always limited to the invoice value, with a maximum of €2,000.00.

17.4. The liability of Wetaxus is in any event limited to the amount that its insurer pays out in the case in question.

18. Limitation period

The limitation period for all claims against and defences of Wetaxus is one year.

19. Indemnification

19.1. The Client indemnifies Wetaxus against any claims from third parties who suffer damage as a result of the performance of the engagement and the cause of which is not attributable to Wetaxus.

19.2. If third parties hold Wetaxus liable, the Client shall assist Wetaxus both out of court and in legal proceedings and shall do everything that may be expected of the Client in such circumstances.

19.3. If the Client fails to take measures, Wetaxus may proceed to do so itself. All costs and damage incurred by Wetaxus as a result shall be entirely at the expense and risk of the Client.

20. Confidentiality

20.1. Unless there is a statutory or professional obligation to disclose, Wetaxus will keep all information of the Client confidential from third parties.

20.2. Wetaxus will not use the information provided by the Client for any purpose other than that for which it was obtained, except where Wetaxus is acting in proceedings in which such documents may be relevant.

20.3. The Client shall not disclose the content of agreements, engagement confirmations, quotations, reports, advice or other written or oral communications from Wetaxus, and shall ensure that third parties do not gain access to such content.

21. Severability

If any part of these terms and conditions is void or voidable, this does not affect the validity of the remaining provisions of the Agreement. The void or voided part shall be replaced by a provision that follows the content of the void provision as closely as possible.

22. Conflicting clauses

In the event that these general terms and conditions and the agreement contain conflicting provisions, the provisions set out in the agreement shall prevail.

23. Applicable law

Dutch law.

24. Competent court

The District Court of Amsterdam (Rechtbank Amsterdam).