General Terms and Conditions
1. Definitions
Brand Boekhouders: Drs OP Brand Boekhouders B.V., located in Amsterdam, registered in the Chamber of Commerce under number 33272528, trading as Brand Boekhouders.
Client: the (potential) purchaser of the services offered by Brand Boekhouders.
Parties: Brand Boekhouders and Client together.
2. Applicability of general terms and conditions
2.1 Brand Boekhouders declares that these general terms and conditions apply to every offer made by Brand Boekhouders and to any agreements entered into between the Parties, whether or not arising from such offers. Insofar as the content thereof has not been amended or no more specific terms and conditions apply between the Parties, these general terms and conditions will also apply to future contractual relationships between the Parties.
2.2 The Parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
2.3 The Parties expressly exclude the applicability of additional and/or deviating general (purchasing) terms and conditions of Client and/or third parties.
2.4 Third parties involved by Brand Boekhouders in the performance of the agreement may also invoke these general terms and conditions.
2.5 If one or more (parts of) the provisions of these general terms and conditions are void or are annulled, for example because they are contrary to mandatory law, the other provisions or the remaining part of the relevant provision of these general terms and conditions will remain applicable. The parties will then consult with each other to agree on new rules to replace the annulled or void provisions, which will reflect as much as possible the purpose and intent of the annulled or void provisions or parts thereof.
3. Offer and agreement
3.1 Every offer, whether in the form of a quotation or otherwise, is entirely and unconditionally non-binding and revocable and is valid for 14 days, unless otherwise stated in writing by Brand Boekhouders.
3.2 If the Client does not accept an offer within the applicable period, the offer will expire.
3.3 Offers do not automatically apply to subsequent assignments, repeat assignments, or renewals, unless the Parties have expressly agreed to this in writing.
3.4 Obvious clerical errors and mistakes in the offer are not binding to Brand Boekhouders.
3.5 All statements by Brand Boekhouders regarding the scope and other specifications of the services to be provided are merely indicative. A minor deviation from this in the services provided does not constitute a failure to fulfill the agreement on the part of Brand Boekhouders.
3.6 The agreement is concluded after both Parties have signed a written offer, after Brand Boekhouders has confirmed written acceptance, or after Brand Boekhouders, or a third party on its behalf, has commenced performance.
4. Prices and payment
4.1 All prices stated in the quotation or in any other form of offer are, unless stated otherwise, in Euros, exclude VAT, and exclude any other costs such as, but not limited to, administration costs, levies, surcharges and travel, shipping or transport costs.
4.2 The offer has been made in consultation with the Client. By entering into the agreement, the Parties consider all amounts, rates, and prices to be reasonable and fair.
4.3 A combined quotation does not oblige Brand Boekhouders to perform part of the assignment for a corresponding part of the quoted price.
4.4 Unless otherwise agreed, the Client must pay the entire amount in full immediately prior to the execution of the assignment.
4.5 The work performed by Brand Boekhouders will be charged to the Client on the basis of time spent and costs incurred, unless the Parties have expressly agreed otherwise in writing, such as the payment of a fixed price.
4.6 In addition to the fee, the expenses incurred by Brand Boekhouders and the invoices of third parties engaged by Brand Boekhouders will be charged to the Client.
4.7 All tax interest imposed or charged by the Tax Authorities shall be borne in full by the Client. Client indemnifies Brand Boekhouders against any liability in this regard.
4.8 Brand Boekhouders has the right to request an advance payment from the Client. Failure to pay the advance payment (on time) may be a reason for Brand Boekhouders to (temporarily) suspend its activities.
4.9 If payments are made by the Client by direct debit and these payments are reversed and/or cannot be collected in any other way, all resulting costs will be borne in full by the Client.
4.10 If the Parties have agreed on an amount for a service provided by Brand Boekhouders, this is always a reference price, unless the Parties have expressly agreed in writing on a fixed price from which no deviation is possible.
4.11 Brand Boekhouders is entitled to deviate from the reference price by up to 10% without the prior consent of the Client.
4.12 If the reference price exceeds 10%, the Client has the right to cancel the part of the assignment that exceeds the reference price plus 10%.
4.13 Brand Boekhouders has the right, but is not obliged, to index or increase its rates annually in line with the CPI for the most recent base year, as published by Statistics Netherlands (CBS), but by at least 3.5%.
4.14 If payment or invoicing takes place, payment must be made within 14 days of receipt of the invoice by means of a bank transfer.
4.15 If Client fails to pay within the agreed payment term, Brand Boekhouders is entitled to charge interest of 1% of the principal sum per month from the day Client is in default, whereby part of a month is counted as a whole month.
4.16 If Client is in default, they will also owe extrajudicial collection costs. The last costs amount to 15% of the principal sum due, with a minimum of EUR 150.
4.17 The collection costs are calculated on the basis of the Extrajudicial Collection Costs Decree (Besluit Buitengerechtelijke Incassokosten).
4.18 If the Client fails to pay on time, Brand Boekhouders may:
– suspend its obligations until the Client has fulfilled its payment obligation;
– retain the Client’s documents until the Client has fulfilled its payment obligation.
4.19 In the event of liquidation, bankruptcy, seizure, or suspension of payments on the part of the Client, Brand Boekhouders’ claims against the Client will become immediately due and payable.
4.20 If the Client refuses to cooperate with Brand Boekhouders in the performance of the agreement, it will still be obliged to pay the claims to Brand Boekhouders.
4.21 Without the express written consent of Brand Boekhouders, the Client is not permitted to apply any set-off and/or suspension and/or withholding in respect of its payment obligations.
4.22 Brand Boekhouders has the right to (temporarily) disable the accounting software and/or restrict its use for as long as the Client fails to fulfill an obligation towards Brand Boekhouders under the agreement or acts in violation of these general terms and conditions.
4.23 The monthly payments owed by the Client constitute compensation for a complete service package for a definite or indefinite period. The invoices sent by Brand Boekhouders do not relate to individual services or separate activities. Client cannot derive any rights from individual payments.
5. Implementation of the agreement
5.1 Brand Boekhouders represents the interests of the Client within the limits of the assignment provided. Brand Boekhouders will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Client acknowledges that Brand Boekhouders has artistic freedom in the performance of the agreement insofar as no specific characteristics, functions, or wishes of the Client have been laid down in the main agreement/quotation. All services provided by Brand Boekhouders are performed on the basis of a best-efforts obligation, unless and insofar as Brand Boekhouders has expressly promised a result in the written agreement and the result in question has also been described with sufficient certainty. Brand Boekhouders has the right to perform everything that is not expressly described in the assignment according to its own technical and creative insight. The fee is therefore in no way dependent on the outcome of the assignment or the result.
5.2 Brand Boekhouders is free to have the assignment and/or implementation carried out by third parties. Article 7:404 of the Dutch Civil Code is expressly excluded from the agreement.
5.3 Brand Boekhouders will endeavor to fulfill the agreement within the specified/estimated period. This period is not fatal, which means that Client must always first give Brand Boekhouders notice of default, setting a generous and reasonable period of 30 days, before any remedy can be sought. Client cannot terminate the agreement upon expiry of this period and is not entitled to compensation. After expiry of this period, the Parties will endeavor to perform the agreement within a reasonable period.
5.4 Client accepts that the timing of the assignment may be affected if the Parties decide in the meantime to change the approach, working method, or scope of the assignment and the resulting work. If the Client makes changes to the execution of the assignment in the meantime, Brand Boekhouders will make the necessary adjustments on behalf of the Client. If this leads to additional work, Brand Boekhouders will charge the Client for this as an additional assignment. Brand Boekhouders may charge the Client for the additional costs of changing the assignment, unless the change or addition is the result of circumstances attributable to Brand Boekhouders.
6. Obligations of the Client
6.1 Client shall enable Brand Boekhouders to perform the assignment. Client undertakes to provide the necessary cooperation for the performance of the agreement by Brand Boekhouders.
6.2 Client shall ensure that all information that Brand Boekhouders indicates is necessary or that Client should reasonably understand to be necessary for the performance of the agreement is provided to Brand Boekhouders in a timely manner. Client bears the risk and responsibility for the correct and timely delivery of the necessary information and its content, regardless of how the Client provides it. If the necessary information is not provided to Brand Boekhouders in a timely manner, Brand Boekhouders has the right to suspend the performance of the agreement and/or to charge Client for the (additional) costs resulting from the delay in accordance with the usual rates. In the aforementioned case, Client is not entitled to a refund and is still liable for the agreed fee.
6.3 Specifically for sales tax returns, the Client must send their documents to Brand Boekhouders no later than 10 days before the deadline. Any penalties for late submission will then be borne by the Client. If the Client submits documents outside the period described above and Brand Boekhouders makes an effort to free up (extra) time to process these documents. This (extra) time will be calculated as additional work, which will be charged to the Client at the urgency rate applied by Brand Boekhouders.
6.4 Client guarantees the accuracy, completeness, and reliability of the information, data, and documents provided, even if these originate from third parties, unless the nature of the agreement dictates otherwise.
6.5 If and insofar as the Client requests this in writing, Brand Boekhouders will return the relevant documents.
6.6 Client is not entitled to have the agreed work carried out by a third party without consulting or obtaining permission from Brand Boekhouders.
6.7 Client is obliged to use the platform designated by Brand Boekhouders for the performance of the work, the provision of necessary data/documents, communication, and other actions requested by Brand Boekhouders. If the Client fails to use this platform, any damage (including damage caused by delay) resulting (in part) from this failure will be at the expense and risk of the Client.
7. Electronic communication
7.1 During the execution of the assignment, the Parties may communicate with each other by electronic means. Client guarantees that digitally delivered material is secure and does not contain any viruses or other harmful content that could in any way damage the computer systems or computer programs of Brand Boekhouders and/or third parties.
7.2 Unless otherwise agreed, the Client is responsible for providing adequate security.
7.3 Unless otherwise agreed, Brand Boekhouders is never obliged to make and maintain backups for the Client. All backups made will be destroyed after termination of the agreement. Client is therefore responsible for making and maintaining backups, for example before an update is performed.
8. Duration of the agreement
8.1 The agreement between Brand Boekhouders and the Client is entered into for a period of one (1) year, unless the Parties have expressly agreed otherwise in writing.
8.2 After the fixed-term agreement has expired, it will be automatically and silently renewed into an agreement for an indefinite period. Client may terminate an agreement entered into for an indefinite period in writing at the end of the current month, subject to a notice period of one calendar month. Fixed-term agreements cannot be terminated early.
9. Confidentiality
9.1 Brand Boekhouders shall, in principle, treat all information it receives from the Client (in whatever form) as confidential and shall only share it with third parties if the Client gives its consent.
9.2 An exception to the above paragraph is the sharing of information with the Tax Authorities and other legal authorities, which is part of the normal performance of the work.
9.3 Both Parties are obliged to keep confidential any confidential information they have received through the assignment, except for any legal obligations. Information is considered confidential if this has been indicated by the other party or if this is apparent from the (type of) information. The distinctive knowledge of Brand Boekhouders, including methodology and results in any form whatsoever, is in any case part of the information that must be kept confidential by the Client. If Brand Boekhouders acts on its own behalf in disciplinary, civil, arbitration, administrative, or criminal proceedings, it is entitled to use the data and information it has become aware of in the performance of the assignment insofar as it reasonably believes this to be relevant.
9.4 Client is aware that Brand Boekhouders may be obliged under the Money Laundering and Terrorist Financing (Prevention) Act (Wwft) to investigate the identity of the Client or to report certain transactions to the authorities designated for this purpose by the government. In such cases, Brand Boekhouders may require the Client to provide it with all relevant documents. Brand Boekhouders is entitled to suspend the execution of the assignment until the aforementioned documents have been received.
9.5 Client shall take all necessary measures to ensure that it also keeps the information referred to in this article confidential.
10. Warranty and liability
10.1 Client is only entitled to a warranty and/or remedy as a result of a shortcoming if this is expressly stated in the main agreement or these general terms and conditions. Client is obliged to check every delivery and performance, in phases or otherwise, immediately, but within 48 hours, for conformity with regard to quantity and quality. If the performance does not comply with the agreement, taking into account the best efforts obligation as included in article 5.1 of these general terms and conditions, and there is therefore a defect, Client must inform Brand Boekhouders in writing within 8 days after discovering this or reasonably could have discovered this.
10.2 After the information has been provided as referred to in the previous paragraph, Brand Boekhouders will reasonably repair or replace the defect free of charge. If neither of the two remedies described above offers a solution to effectively remedy the defect, Client has the right to (partially) terminate the agreement with regard to this defect. The foregoing applies without Client being entitled to any compensation.
10.3 If the defect has arisen due to an error attributable to Client or if Client has informed Brand Boekhouders of the defect too late, the Client’s right to repair, replacement, or possible termination as described in this article will lapse. The burden of proof that the error is not attributable to Client lies with the Client.
10.4 Brand Boekhouders is entitled to postpone the commencement of the services belonging to a phase until Client has approved the results of the preceding phase in writing.
10.5 The existence of a defect does not suspend the Client’s payment obligation.
10.6 Client shall never be entitled to any remedy if Client can be blamed for incorrect or careless use or if the Client, without the prior written consent of Brand Boekhouders, makes or causes changes to be made to the work delivered by Brand Boekhouders.
10.7 Brand Boekhouders is only liable to the Client for direct damage suffered by the Client. Direct damage is exclusively understood to mean: (1) the reasonable costs incurred to determine the cause and extent of the damage; (2) any reasonable costs incurred to ensure that Brand Boekhouders’ defective performance complies with the agreement, unless the defective performance cannot be attributed to Brand Boekhouders; and (3) reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to a limitation of direct damage.
10.8 If Brand Boekhouders is liable to Client, this liability is limited to the amount paid out under the professional/business liability insurance or other liability insurance taken out by Brand Boekhouders, but not exceeding (in the event that there is no insurance to which a claim can be made or the insurance does not pay out) the invoice amount of Brand Boekhouders to Client from which the damage arose, increased by 15%.
10.9 Brand Boekhouders’ liability does not extend to consequential damage, indirect damage, immaterial damage, delay damage, property damage, reduced goodwill, lost turnover and/or profit, business interruption, etc.
10.10 The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Brand Boekhouders.
10.11 If there are problems with timely execution on the part of Brand Boekhouders, while the Client has fulfilled its obligation to provide timely information, and if the Client receives a fine from the Tax Authorities for this, Brand Boekhouders undertakes to reimburse this fine to the Client, subject to the following maximum amounts:
Penalties for late submission of sales tax returns: €65 per case, with a maximum of €195 per year.
Penalties for late submission of payroll tax returns: €65 per case, with a maximum of €195 per year.
Penalties for late submission of income tax returns: €184.50, with a maximum of €184.50 per year.
Fines for late submission of income tax/corporate tax returns: €300.00, with a maximum of €300 per year.
However, the fines reimbursed by Brand Boekhouders can never exceed the amount charged for services in the past 12 months. If Brand Boekhouders wishes to reimburse one or more of the above fines, the Client must notify Brand Boekhouders at least once of a possible delay in filing.
10.12 Client indemnifies Brand Boekhouders against any damage incurred by third parties in connection with the agreement as a result of Brand Boekhouders’ actions, including omissions, based on incorrect, incomplete, or late information, data, and documents provided by the Client, or in deviation from these general terms and conditions.
10.13 Client is obliged to indemnify and hold Brand Boekhouders harmless against all claims from third parties, including shareholders, directors, supervisory directors, and personnel of the Client, as well as affiliated legal entities and companies and others involved in the Client’s organization—arising from or related to the work performed by Brand Boekhouders on behalf of the Client, except insofar as these claims are the result of intent or gross negligence on the part of Brand Boekhouders.
10.14 Brand Boekhouders is not liable for damage resulting from Brand Boekhouders’ compliance with the laws and (professional) regulations applicable to it.
10.15 Brand Boekhouders is not liable for damage resulting from the incorrect, incompetent, or abnormal use of advice. Brand Boekhouders is not liable for the manner in which the Client implements or puts into practice the advice, descriptions, analyses, methods, and techniques provided.
10.16 If an assignment has been given by multiple Clients, all Clients are jointly and severally liable for the agreement. If Brand Boekhouders accepts the assignment with multiple contractors, each contractor is responsible for its own actions. Article 7:407 paragraph 2 of the Dutch Civil Code is excluded.
10.17 Any damage and/or right of claim, other than the defects described above, must be reported to Brand Boekhouders within 12 months of the moment at which the Client became aware or could reasonably have become aware of the existence of these rights and powers, on pain of forfeiture of the claim. If Client suffers damage, this must be reported to Brand Boekhouders immediately. In doing so, Client is obliged to do everything reasonable to limit the aforementioned damage as much as possible.
11. (Early) termination of the agreement
11.1 Articles 7:408 and 7:764 of the Dutch Civil Code are excluded from the agreement with the Client, who is acting in the course of his profession and/or business. Client acting in the course of his profession and/or business does not have the option of terminating the agreement early (without remaining bound by the financial obligations if the agreement were to continue). (Early) termination is only possible by Brand Boekhouders, without Brand Boekhouders being obliged to pay any compensation (for damages) in the event of termination.
11.2 Brand Boekhouders has the right to terminate the agreement with Client with immediate effect for the future by means of a written notification without (further) prior notice of default if:
- a) Client ceases its business operations in whole or in part or otherwise liquidates and/or radically changes its business activities or transfers them to a third party without the prior written consent of Brand Boekhouders;
- b) Client is granted a moratorium on payments (whether provisional or not) or Client is declared bankrupt, Client submits a request for a debt restructuring scheme, or Client is placed under guardianship or administration;
- c) A right accruing to Client is seized.
11.3 In the event of termination of the agreement, all payments owed by Client to Brand Boekhouders shall become immediately due and payable in full. If the work has not been completed in full, Client shall owe a proportionate share of the total amount due.
11.4 In the event of termination of the agreement, Client shall, at the request of Brand Boekhouders, provide all necessary cooperation to enable Brand Boekhouders to regain unencumbered possession of the work/goods delivered.
11.5 Insofar as the transfer of the work for Client to a third party entails additional costs, these shall be charged to the Client.
11.6 Unless otherwise agreed in writing, upon (early) termination of the agreement, any obligation on the part of Brand Boekhouders to perform outstanding and/or planned work for Client shall immediately lapse. From the moment of termination, the Client is expressly responsible for the further performance of the work, including, but not limited to, the (timely) submission of (corporate, sales, and income tax) returns. Client indemnifies Brand Boekhouders against any liability, damage, fines, and/or other consequences resulting from the failure to perform these (fiscal/legal) obligations (on time) and/or incorrectly after termination.
11.7 If the Client terminates the agreement (early), any rights to parts of the agreement that have not (yet) been performed will lapse. This includes, but is not limited to, the preparation of annual accounts and/or the submission of VAT, corporate income tax, and income tax returns. Client is expressly not entitled to a (partial) refund of payments already made.
11.8 Brand Boekhouders is expressly not liable for any additional tax assessments, fines, and/or other damage suffered by the Client as a result of the termination of the agreement.
12. Force majeure
12.1 In addition to the provisions of Article 6:75 of the Dutch Civil Code, any failure by Brand Boekhouders to fulfill any obligation toward the Client cannot be attributed to Brand Boekhouders in a situation beyond Brand Boekhouders’ control, which wholly or partially prevents the fulfillment of its obligations towards the Client or as a result of which the fulfillment of its obligations cannot reasonably be expected of Brand Boekhouders.
12.2 In addition to what is understood in this regard in law and case law, the force majeure situation referred to in paragraph 1 includes, but is not limited to, all external causes, foreseen or unforeseen, over which Brand Boekhouders has no influence, including: states of emergency (such as war, insurrection, strikes, riots, natural disasters, epidemics, pandemics, etc.), unforeseeable stagnation, disruptions in the supply of energy, malfunctions or maintenance of the (accounting) software, transport difficulties, fire, loss or damage during transport, shortcomings of third parties on which Brand Boekhouders depends in the performance of the agreement with the Client, government measures, unforeseen transport problems, bad weather conditions, and work interruptions.
12.3 During force majeure, Brand Boekhouders’ obligations will be suspended. If fulfillment is impossible for longer than one month due to force majeure, or if there are other circumstances that make it disproportionately difficult for Brand Boekhouders to fulfill its obligations, Brand Boekhouders is authorized to terminate the agreement in whole or in part by notifying the Client and without judicial intervention, without any obligation to pay compensation in that case.
12.4 If Brand Boekhouders has already partially fulfilled its obligations when force majeure occurs, it is entitled to invoice the part already delivered or performed separately, or to credit part of the advance payments.
13. Privacy and intellectual property
13.1 Brand Boekhouders may use all advice developed and published or unpublished, whether anonymized or not, for its own publicity purposes.
13.2 Brand Boekhouders reserves the rights and powers vested in it under the Copyright Act and other intellectual property laws and regulations. Brand Boekhouders has the right to use the knowledge it has gained through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties.
13.3 Unless the work is not suitable for this, Brand Boekhouders is at all times entitled to mention or remove its name on or with the work (or have it mentioned or removed) and the Client is not permitted to publish or reproduce it without the written consent of Brand Boekhouders.
13.4 Brand Boekhouders is entitled to use the numerical results obtained after processing for statistical or similar purposes, provided that those results cannot be traced back to individual clients.
13.5 If Brand Boekhouders processes (personal) data on behalf of the Client, whether knowingly or unknowingly, the Client guarantees that Brand Boekhouders is authorized to do so on the basis of the applicable laws and regulations, including but not limited to the GDPR. Client therefore indemnifies Brand Boekhouders in and out of court against any liability in this regard. Client therefore agrees that Brand Boekhouders may process (personal) data of the Client and third parties under its responsibility. The responsibility for this data lies with the Client. Client guarantees Brand Boekhouders that the data is not unlawful and does not infringe on the rights of third parties. Client indemnifies Brand Boekhouders against any legal action by third parties, on whatever grounds, in connection with this data or the performance of the agreement.
13.6 Client may have obligations towards third parties under legislation concerning the processing of personal data (such as the GDPR), such as the obligation to provide information, as well as to allow access to, correct, and delete personal data of data subjects or to report data breaches. The responsibility for complying with these obligations rests entirely and exclusively with the Client. Brand Boekhouders will cooperate as much as technically possible with the obligations to be fulfilled by the Client. The costs associated with this cooperation are not included in the agreed prices and fees of Brand Boekhouders and are entirely at the expense of the Client.
14. Changes to the general terms and conditions
Brand Boekhouders reserves the right to change or supplement these general terms and conditions. Changes also apply to agreements already concluded, subject to a period of 30 days after notification of the change. Minor changes may be made at any time. If the Client does not wish to accept a change to these general terms and conditions, they must notify us in writing before the date on which the new general terms and conditions come into effect.
15. Forum, choice of law, and transfer of rights
15.1 Brand Boekhouders is authorized to transfer its rights and obligations under this agreement to a third party. Client is only authorized to transfer its rights and obligations to a third party with the written consent of Brand Boekhouders.
15.2 This agreement and any other agreements concluded between the Parties are governed exclusively by Dutch law, with the express exception of the Vienna Sales Convention. Should an obligation arise between the Parties in the future other than as a result of an agreement, that obligation will also be governed by Dutch law.
15.3 In the event of a dispute arising from the agreement between the Parties, the court with exclusive jurisdiction shall be the court in the district in which Brand Boekhouders has its place of business. In the event of a dispute between the Parties concerning non-contractual obligations, the court in the district in which Brand Boekhouders has its registered office shall also have exclusive jurisdiction.
Drawn up on January 14, 2026.
Published on the website of Brand Boekhouders.
This translation can only be used in combination with and as explanation to the Dutch text. In the event of a disagreement or dispute relating to the interpretation of the English text the Dutch text will be binding.
