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General terms and conditions of A&T Partners BV established in Rotterdam, the Netherlands
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Disclaimer: This is a translation of the original Dutch General Terms and Conditions. In case of discrepancies, the Dutch version prevails. This translation does not constitute legal advice.
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A. GENERAL
In these General Terms and Conditions, the following definitions apply:
- Client: the natural or legal person who has instructed the Contractor to perform services.
- Contractor: any person authorized by the management of the company, including those who act publicly on behalf of A&T Partners BV.
- Assignment: a request to perform services as described below, either on a continuous basis or incidentally. An incidental assignment may comprise the performance of services during a specific, pre-determined period, or a set of services to achieve or obtain an intended result.
- Services: the provision of services for clients of an administrative, general legal and tax nature, in the broadest sense of the word, and in any case including the services listed in the engagement confirmation. Services may include, inter alia: tax advisory, legal services, business consulting, accounting, compliance and regulatory services.
- Data: all information, documents and data carriers in any form whatsoever, including personal data within the meaning of the General Data Protection Regulation (GDPR).
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B. APPLICABILITY
1. These General Terms and Conditions apply to all agreements entered into by the Contractor within the scope of its corporate purpose and, more specifically, to all service agreements in which the Contractor is a party, subject to amendments expressly confirmed in writing by the Contractor.
2. The Client’s general terms and conditions shall only be effective for agreements concluded with the Contractor insofar as they do not conflict with these terms and conditions and have been accepted in writing by the Contractor. In case of doubt as to whether such a conflict exists, the Contractor’s General Terms and Conditions shall prevail.
3. For legal entities and entrepreneurs these conditions apply in their entirety. For consumers (natural persons not acting in the exercise of a profession or business) additional protections apply as set out in Article M (Amendment of General Terms and Conditions).
C. COMMENCEMENT AND DURATION OF THE AGREEMENT
1. The agreement is concluded and commences at the moment the Contractor has confirmed to the Client, in writing or orally, that it accepts the assignment. In case of doubt, the actual performance of work shall be decisive.
2. The parties are free to prove the conclusion of the agreement by other means.
3. The agreement is entered into for an indefinite period, unless the nature or scope of the assignment entails that it is entered into for a fixed term.
4. The Contractor may terminate the agreement at any time subject to a reasonable notice period of at least two weeks, unless otherwise provided in the engagement confirmation.
D. DATA TO BE PROVIDED BY THE CLIENT
1. The Client is obliged to make available to the Contractor, in good time and in the desired form and manner, all data and documents which the Contractor, in its opinion, reasonably needs for the proper execution of the assignment.
2. All original documents or data carriers made available by the Client to the Contractor will be returned to the Client as soon as possible.
3. Personal data: The Client warrants that it has obtained all required consents for providing personal data to the Contractor and acknowledges that, under certain circumstances, the Contractor acts as a controller or processor within the meaning of the GDPR. Both parties undertake to comply with all obligations arising from the GDPR.
4. The Client warrants that all data provided are accurate, complete and up-to-date, and acknowledges that it is liable for inaccuracies or incompleteness thereof.
E. EXECUTION OF THE ASSIGNMENT
1. The Contractor determines the manner in which the assignment is executed, in compliance with applicable statutory provisions, including the GDPR.
2. The Contractor has the right, without notice to the Client, to have certain work performed by third parties or to use experts in carrying out the work. The Contractor remains liable to the Client for the work of such third parties.
3. If liability of third parties is invoked, the Contractor shall notify the Client in writing and, insofar possible, make available insurance or indemnification security.
4. If, during the assignment, work has been performed for the Client’s profession or business which does not fall within the services as agreed in the engagement confirmation, the notes in the Contractor’s records shall be deemed to indicate that this work was performed on the Client’s incidental instruction. These notes must relate to interim consultation between Client and Contractor.
5. Work safety and compliance: The Contractor performs all work in accordance with applicable laws and regulations, including labour law, tax legislation, the GDPR and all other applicable provisions.
F. INDUSTRIAL AND INTELLECTUAL PROPERTY
1. The Contractor reserves all rights with respect to products of the mind which it uses or has used in the context of executing the agreement with the Client, insofar as legal rights may exist or be established in respect of such products.
2. The Client is expressly prohibited from reproducing or exploiting such products, including computer programs, system designs, methods, opinions, contracts and other intellectual products, whether or not with the involvement of third parties.
3. The Client is not permitted to make any tools relating to those products available to third parties.
4. Exceptions to paragraph 3 may only be made with written consent, if and to the extent such consent has not already been expressly granted in advance, whereby consent will always be granted if an expert opinion regarding the Contractor’s work is sought.
5. In the event of a breach of the provisions of this article, the Client forfeits to the Contractor an immediately payable penalty of € 500.00 for each day the Client is in breach, without prejudice to the Contractor’s right to claim damages.
G. FORCE MAJEURE
If the Contractor is unable to fulfil its obligations under the agreement, or to do so in a timely or proper manner, as a result of a cause not attributable to it, including stagnation in the regular course of business within its enterprise, pandemic, cyber attacks or other unforeseen circumstances, those obligations shall be suspended until the moment the Contractor is able to perform them in the agreed manner. The Contractor shall inform the Client of a case of force majeure as soon as possible.
H. FEES
1. Before the commencement of the work, the Contractor has the right to suspend performance until the Client has paid to the Contractor, or provided security for, a deposit determined reasonably and equitably for the work to be performed.
2. The Contractor’s fee is not dependent on the outcome of the assignment and is calculated with due observance of the Contractor’s customary rates and is payable as the Contractor performs work for the Client.
3. The Contractor’s fee, if necessary increased by disbursements and invoices from third parties engaged, including the applicable VAT, is charged to the Client per period of four weeks, or per month, quarter, year or upon completion of the work.
4. Price adjustments: The Contractor reserves the right to adjust the rates annually in response to wage increases (at least in accordance with the statutory minimum, for 2025: € 14.06/hour), inflation, changes in regulation or business costs. The Client will be notified of such changes at least thirty days in advance.
I. PAYMENT
1. Payment of the invoice amount by the Client shall be made within **ten (10) days** of the invoice date, in euros, at the Contractor’s office or by deposit to a bank or giro account designated by the Contractor. For commercial transactions (B2B), a maximum term of sixty (60) days may be agreed by mutual consent, provided it is confirmed in writing. A payment term longer than 60 days is only valid if both parties have expressly agreed to it in writing. For work performed for the Client’s profession or business, payment is due without any right to discount or set-off, subject to statutory provisions, if any.
2. If the Client has not paid within the aforementioned period, or within a further agreed period, the Client shall be in default by operation of law. The Client shall then owe statutory interest. For commercial transactions: since 1 July 2025 the statutory interest amounts to 10.15% per year and accrues until full payment. For non-commercial transactions: since 1 January 2025 the statutory interest amounts to 6% per year. The Contractor reserves the right to send a reminder without interest being charged before interest is applied.
3. All costs incurred as a result of judicial or extrajudicial collection of the claim are borne by the Client, with a minimum of 15% of the amount of the claim or the higher actual collection costs incurred.
4. A payment arrears of more than thirty (30) days automatically leads to suspension of all ongoing work.
J. COMPLAINTS
1. A complaint may only relate to the invoice amount of a non-continuous assignment. It must be notified to the Contractor in writing within 14 days of the invoice date.
2. A complaint regarding the work performed must be notified to the Contractor in writing within thirty days of the dispatch date of the documents in respect of which the Client complains.
3. A complaint regarding the work performed does not suspend the Client’s payment obligation, unless the Client demonstrates that there is gross negligence on the part of the Contractor.
4. Requests or complaints that are not made within the stipulated periods will no longer be considered.
K. LIABILITY
1. Limitation of compensation for direct damage: For all direct damage of the Client, in any way connected with or caused by an error in the execution of the work, the Contractor’s liability is limited to the amount for which the Contractor is insured per event, or could reasonably have insured itself, plus the applicable deductible. In any event, liability is limited to the amount of the fee paid by the Client to the Contractor in the twelve months preceding the event giving rise to the damage.
2. Exclusion of indirect damage: For all indirect damage, including, among other things, stagnation in the regular course of business of the Client’s enterprise, loss of profit margin, loss of income, loss of data or business interruption, in any way connected with or caused by an error in the execution of the work by the Contractor, the Contractor is never liable, unless otherwise required by law.
3. Liability of personnel and third parties: Any personal, non-contractual liability for errors of the Contractor’s personnel or of third parties engaged by the Contractor is expressly excluded, subject to statutory provisions, if any. However, the Contractor is liable for the acts and omissions of third parties insofar as they work under the Contractor’s supervision.
4. Damage mitigation: The Contractor has the right, if and insofar possible, to undo the Client’s damage instead of paying compensation.
5. Transport and dispatch: The Contractor is not liable for damage to or destruction of documents during transport or dispatch by post or electronically, regardless of whether the transport or dispatch is carried out by or on behalf of the Client, the Contractor or third parties.
6. Indemnification: The Contractor and Client indemnify each other against all claims by third parties which directly or indirectly, mediately or immediately relate to the execution of the agreement.
7. Limitation period: All claims by the Client against the Contractor must be submitted in writing no later than one year after the moment at which the Client is, or should reasonably be, aware of the facts on which the claim is based.
L. TERMINATION
1. The Client and the Contractor may terminate the agreement at any time subject to a notice period of two (2) weeks, or a notice period agreed in the engagement confirmation.
2. Termination must be in writing, preferably by registered letter or by email addressed to the other party.
3. To the extent the Contractor terminates the agreement, it shall inform the Client of the reasons for termination. This may include: non-compliance with payment obligations, violation of GDPR provisions, or other misconduct.
4. After termination of the agreement, the Contractor shall hand over all documents, data and property of the Client as soon as possible, unless statutory rights of retention apply.
M. AMENDMENT OF THE GENERAL TERMS AND CONDITIONS
1. The Contractor is entitled to unilaterally amend these General Terms and Conditions. In that case the Contractor will inform the Client of the amendments in good time. At least thirty (30) days will elapse between such notification and the entry into force of the amended terms and conditions.
2. If the Client is a natural person not acting in the exercise of a profession or business (consumer), and the amendment results in a performance being supplied to the Client that differs materially from the original performance or is detrimental to the Client, the Client has the right to dissolve the agreement as from the date on which the amended terms and conditions enter into force. The Client must exercise this right by written notice to the Contractor, within 14 days of the notification of the amendments.
3. The aforementioned notification also includes notification on the Contractor’s website, in email communications, or any other form of notification that is openly accessible to the Client.
N. DATA PROTECTION AND PRIVACY STATEMENT (GDPR)
1. Data processing agreement: Insofar as the Contractor processes personal data on behalf of the Client, the parties shall enter into a separate data processing agreement in accordance with Article 28 of the General Data Protection Regulation (GDPR).
2. Processing activities: The Contractor processes personal data only in accordance with the Client’s instructions and for the purposes stated in the engagement confirmation or data processing agreement. All processing takes place in line with the principles of the GDPR: lawfulness, fairness and transparency; purpose limitation; data minimisation; accuracy; integrity and confidentiality.
3. Security: The Contractor applies appropriate technical and organisational security measures to protect against unauthorised processing, loss, damage or destruction of personal data. This includes, inter alia, encryption, access control and regular security audits.
4. Transfers to third parties: Personal data will not be transferred to third parties without the Client’s explicit consent. Sub-processors may only be engaged with the Client’s prior consent.
5. Duration and destination: Upon termination of the agreement, the Contractor will delete or return all personal data, unless legally required to retain data.
6. Data breaches: In the event of a suspected data incident, the Contractor shall inform the Client without delay, but no later than 72 hours after discovery.
7. Sub-processing: The Contractor may engage sub-service providers (sub-processors) for certain work. The Client will be informed of these sub-processors and may object to the use of certain sub-processors.
8. Compliance verification: The Client has the right to audit the Contractor’s compliance with GDPR obligations and may, upon reasonable request, obtain information and documentation for this purpose.
O. APPLICABLE LAW AND DISPUTE RESOLUTION
1. All agreements between the Client and the Contractor to which these General Terms and Conditions apply are governed by Dutch law.
2. Jurisdiction: All disputes relating to agreements between the Client and the Contractor to which these terms apply shall be decided by the competent court. Insofar as disputes arise from an agreement to perform services for the Client’s profession or business, such disputes shall be brought before the competent court in Rotterdam.
3. Amicable settlement: The parties shall first endeavour to resolve the dispute amicably through mutual consultation before initiating legal proceedings.
4. Applicable regulations: This agreement and these terms are in all respects subject to Dutch law, including the General Data Protection Regulation (GDPR), the Dutch Civil Code, tax legislation and all other applicable Dutch and European regulations.
P. OTHER PROVISIONS
1. False self-employment: For assignments where the Contractor engages self-employed persons (ZZP) or subcontractors, the Contractor shall ensure that they meet the criteria of genuine self-employment and that there is no false self-employment, in accordance with the Dutch Tax Authority’s guidelines 2025 (regarding labour relations).
2. Integrity and compliance: Both parties undertake to comply with all applicable laws, including anti-corruption and integrity rules. Breach of integrity may lead to immediate termination.
3. Amendments and additions: Amendments to these General Terms and Conditions are only valid if recorded in writing and signed by both parties.
4. Invalid provisions: If any provision of these terms is invalid or unenforceable, this shall not affect the validity of the remaining provisions.
5. Severability clause: If any provision of these terms is unlawful or invalid, the parties shall in good faith endeavour to adapt the provision so that it is lawful and valid, and the economic objective of the provision is preserved as far as possible.
Q. CONTACT AND INFORMATION DETAILS
A&T Partners BV
Registered office: Rotterdam
Jurisdiction: Dutch Judiciary
For questions, complaints or more information: see contact details on the current website of A&T Partners BV.
Version: AVW-A&T Partners 2025.1
Adopted: December 2025
Previous version: AVW-A&T Partners 2018.1
This version enters into force on: 1 January 2026
Date publication: 1 December 2025
For contracts concluded before 1 January 2026, the previously agreed General Terms and Conditions lapse unless both parties have agreed otherwise in writing. If the Client does not wish to accept these new General Terms and Conditions, the Client must explicitly notify this, so that the previously valid terms continue to apply.