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Terms and Conditions

This page contains the full TaxMate terms and conditions that apply to quotations, work, agreements, and the delivery of services or products by or on behalf of TaxMate.

Drafted onJanuary 15, 2025
PublishedOn the TaxMate website

These English terms and conditions are provided as an informal translation for convenience. In the event of any discrepancy, the Dutch version prevails.

1

Definitions

  1. TaxMate B.V., established in Amsterdam and registered under Chamber of Commerce number 90424786, trading as TaxMate.
  2. Client: the person with whom TaxMate has entered into an agreement.
  3. Parties: TaxMate and the Client together.
  4. Consumer: a Client who is also an individual acting in a private capacity.
  5. Backlog work: work that falls outside TaxMate's regular services and is invoiced separately.
  6. B2B (Business to Business): transactions between businesses in which one undertaking supplies goods or services to another undertaking as part of their business activities.
2

Applicability of the terms and conditions

  1. These terms and conditions apply to all quotations, offers, work, orders, agreements, and deliveries of services or products by or on behalf of TaxMate.
  2. The parties may deviate from these terms only if they have expressly agreed to do so in writing.
  3. The parties expressly exclude the applicability of additional and/or deviating terms and conditions of the Client or of third parties.
3

Offers and quotations

  1. Offers and quotations of TaxMate are without obligation unless explicitly stated otherwise.
  2. An offer or quotation remains valid for a maximum of 2 weeks, unless another acceptance period is stated in the offer or quotation.
  3. If the Client does not accept an offer or quotation within the applicable period, the offer or quotation lapses.
4

Acceptance

  1. If a non-binding offer or quotation is accepted, TaxMate reserves the right to withdraw that offer or quotation within 3 days after receiving the acceptance, without the Client being able to derive any rights from it.
  2. Verbal acceptance by the Client binds TaxMate only after the Client has confirmed it in writing or electronically.
5

Prices

  1. All prices used by TaxMate are in euros, exclusive of VAT and exclusive of any additional costs such as administrative charges, levies, and travel, shipping, or transport costs, unless explicitly stated otherwise or agreed otherwise.
  2. All prices used by TaxMate for its products or services, on its website or otherwise made known, for example through third parties, may be changed by TaxMate at any time.
6

Invoice payment term

  1. All services offered by TaxMate require full prepayment by the Client, unless otherwise agreed in writing between TaxMate and the Client.
  2. If an agreed exception applies and partial prepayment has been made, the remaining invoice amount must be paid within seven days after the invoice date, or in accordance with a payment term agreed in writing.
  3. If the Client fails to make the required prepayment in time, TaxMate may suspend the performance of the agreement without incurring liability for the consequences of delay or cancellation.
7

Consequences of late payment

  1. If the Client does not pay the remaining invoice amount within the agreed term, TaxMate is entitled to charge interest of 1% per month from the day the Client is in default, with part of a month counting as a full month.
  2. In the event of default, the Client owes EUR 45 in extrajudicial collection costs.
  3. If the Client does not pay on time, TaxMate may suspend its obligations until the Client has fulfilled the payment obligation.
  4. In the event of liquidation, bankruptcy, attachment, or suspension of payments on the part of the Client, TaxMate's claims against the Client become immediately due and payable.
  5. If the Client refuses to cooperate in the performance of the agreement by TaxMate, the obligation to pay the agreed price remains in force.
8

Collection authorization

  1. The Client hereby irrevocably and unconditionally authorizes TaxMate to collect payment for delivered services or products automatically from the bank account designated by the Client.
  2. The Client must ensure that sufficient funds are available in the designated bank account at the time of collection.
  3. TaxMate will proceed with the agreed work only after the collection has been successful. If the collection fails for any reason, TaxMate reserves the right to suspend the work until the outstanding amounts have been paid.
9

Consequences if collection cannot be made

  1. The Client is obliged to ensure that sufficient funds are available in the designated bank account for collection.
  2. If TaxMate is unable, due to any circumstance, to collect the amounts due from the Client's designated bank account, TaxMate may suspend the agreed services until all outstanding amounts have been paid in full.
  3. In the event of an unsuccessful or reversed direct debit, where TaxMate incurs additional costs, those costs, including a fixed amount of EUR 45 in extrajudicial collection costs, are borne by the Client in addition to the original amount due.
10

Right of suspension

Unless the Client is a Consumer, the Client waives the right to suspend performance of any obligation arising from this agreement.

11

Set-off

Unless the Client is a Consumer, the Client waives the right to set off any debt owed to TaxMate against any claim the Client may have against TaxMate.

12

Nature of services

  1. Where the parties enter into a service agreement, TaxMate has only an obligation of effort and not an obligation to achieve a specific result. TaxMate aims to provide high-quality services within the scope of its expertise.
  2. TaxMate provides accounting and tax services. However, there are no certified auditors (RA/AA) employed within its organization. TaxMate therefore does not issue audit opinions and does not certify the accuracy of annual accounts or tax filings.
  3. TaxMate's services are intended to support the Client in accounting and tax obligations, but the Client remains solely responsible for the accuracy and completeness of its bookkeeping and the tax returns submitted.
  4. The Client must be aware that TaxMate's services are not intended as a substitute for professional audit advice from a certified auditor (RA/AA) where an auditor's statement or certification is required.
13

Performance of the agreement

  1. Value Added Tax (VAT) return
    1. TaxMate requires an active link to the Client's business bank account on the 10th day of each VAT month, January, April, July, and October. If an automatic link is not possible, the Client must email an export in .xlsx or .csv format of the business account to contact@taxmate.nl by that date. Failure to provide this information on time may result in TaxMate being unable to complete and file the VAT return in time.
    2. The Client must create a Klippa account by the 10th day of the VAT month and upload and submit the sales invoices for the previous quarter. If the Client fails to do so, TaxMate cannot guarantee timely completion of the return. If no receipts or purchase invoices have been uploaded by the 10th day of the month, this implies that no business expenses were incurred.
  2. Intra-Community Transactions (ICP) return
    1. Clients involved in B2B transactions within the EU outside the Netherlands, and therefore required to submit an ICP return, are themselves responsible for timely and correct submission of all necessary information. This includes turnover amounts, VAT numbers, and country codes of customers in other EU member states.
    2. For a correct and timely ICP return, the Client must provide the required information via a form made available by TaxMate. This information must be provided no later than the 10th day of the filing month. If the Client fails to do so, TaxMate cannot guarantee timely completion of the ICP return.
    3. TaxMate bears no responsibility for penalties or consequences resulting from the Client's failure to provide the required information for the ICP return completely, correctly, or on time. Any fines or additional assessments imposed by the tax authorities or other authorities cannot be recovered from TaxMate.
  3. Annual accounts
    1. For the preparation of the annual accounts, annual clients must have uploaded all receipts and invoices for the previous year into Klippa no later than March 15. This enables TaxMate to prepare the annual accounts accurately and on time.
  4. Income tax return
    1. All clients must complete an annual information request form for both the income tax return and the annual accounts. This form must be submitted to TaxMate no later than March 15 of the year following the tax year.
    2. If the form is submitted after March 15 but before May 1, TaxMate reserves the right to request an extension on behalf of the Client for the income tax return until September 1 of that same year under the becon scheme. Any interest costs arising from that extension cannot be recovered from TaxMate.
    3. If the form is submitted after May 1, TaxMate cannot guarantee that the return will be filed before the extended deadline of September 1. In that case, TaxMate is not responsible for any interest charges and/or penalties imposed by the tax authorities.
    4. Clients must provide TaxMate with access to pre-filled data through a continuous authorization, or attach that data as a PDF to the annual information request form.
  5. Backlog work
    1. Backlog work includes all activities outside TaxMate's regular services, such as work that becomes necessary after fiscal deadlines have passed or special requests such as preparing income statements or forecasts. This work is invoiced separately and is subject to specific conditions and deadlines that differ from the regular services.
    2. When preparing forecasts, TaxMate does not guarantee that historical results are indicative of future performance. Forecasts are produced on the basis of the information provided by the Client at that time and are therefore estimates. The actual business result may be influenced by numerous factors outside TaxMate's control.
    3. In performing backlog work, TaxMate relies on the information provided by the Client regarding purchase and sales invoices. If this information is unavailable, TaxMate reserves the right to estimate business income and expenses and the VAT to be reclaimed or paid per transaction.
    4. In the event of an audit by the tax authorities where the calculated tax amount is disputed, TaxMate is not liable for any differences arising from such estimates. The Client accepts full responsibility for the accuracy of the information provided and the consequences of any inaccuracies.
    5. For backlog work, the Client must complete a specific form provided by TaxMate before TaxMate can commence such work. This form is intended to provide all necessary information to handle the backlog efficiently and effectively.
  6. TaxMate B.V. is entitled to outsource the agreed services in whole or in part to third parties.
  7. The agreement is performed in mutual consultation and after written approval and completion of payment.
14

Provision of information by the Client

  1. The Client is responsible for the timely and accurate provision of all relevant information, data, and documents required for the proper performance of the agreement by TaxMate, including but not limited to the requirements for VAT returns and annual accounts as specified in article 13.
  2. The Client guarantees the accuracy, completeness, and reliability of the information, data, and documents provided. This includes information and documents originating from third parties. With respect to expenses submitted in Klippa, the Client explicitly guarantees that all listed expenditures were made exclusively for business purposes and do not relate to private expenses.
  3. If the Client fails to provide the required information, data, or documents, or does so late or inadequately, and this leads to delay in the performance of the agreement, all resulting costs or penalties are entirely for the account of the Client.
  4. At the Client's request, TaxMate will return the relevant documents.
15

Electronic communication

  1. During the performance of the assignment, the parties may communicate by electronic means.
  2. The parties are not liable towards each other for damage arising from the use of electronic means of communication, including but not limited to non-delivery or delayed delivery, interception or manipulation of electronic communications by third parties or by software or equipment used for sending, receiving, or processing communications, transmission of viruses, or the failure or improper functioning of telecommunications networks or other means required for electronic communication, except where the damage results from intent or gross negligence.
  3. Each party shall do or refrain from doing everything that may reasonably be expected of it to prevent the occurrence of the aforementioned risks.
  4. Data extracts from the sender's computer systems constitute conclusive evidence of the content of electronic communication sent by the sender until evidence to the contrary is provided by the recipient.
16

Duration of the agreement

  1. The agreement between TaxMate and the Client is entered into for an indefinite period, unless otherwise follows from the nature of the agreement or the parties have expressly agreed otherwise in writing.
  2. If an agreement has been entered into for a fixed period, it will be tacitly converted into an agreement for an indefinite period after expiry of that term, unless one of the parties terminates the agreement with due observance of a notice period of 1 month. If a Consumer terminates with a notice period of 1 month, the agreement ends by operation of law.
  3. If, within the term of the agreement, the parties have agreed on a term for completing certain work, that term is never a strict deadline. If that term is exceeded, the Client must give TaxMate written notice of default.
17

Termination of an indefinite agreement

  1. The Client and the Consumer may terminate an agreement entered into for an indefinite period at any time with due observance of a notice period of 1 month.
  2. If the Client terminates the agreement before TaxMate has provided any services, TaxMate is not obliged to refund any amount to the Client, regardless of the time elapsed since entering into the agreement.
18

Confidentiality

  1. TaxMate keeps confidential all information it receives from the Client, in any form, and will disclose it to third parties only if the Client has given permission or insofar as this follows from legal obligations or the normal performance of the agreement.
  2. An exception to the foregoing is the sharing of information with the tax authorities and other statutory bodies where this forms part of the normal performance of the work.
  3. The Client shall keep confidential all information it receives from TaxMate, in any form.
  4. The same applies to all other information the Client receives concerning TaxMate which it knows, or can reasonably suspect, to be secret or confidential, or of which it can expect that disclosure may cause harm to TaxMate.
  5. The Client shall take all necessary measures to ensure that the information referred to in paragraphs 3 and 4 is also kept confidential.
  6. The confidentiality described in this article does not apply to information:
    1. That was already public before the Client learned of it, or that later became public without this being the result of a breach of the Client's duty of confidentiality.
    2. That is disclosed by the Client pursuant to a legal obligation.
  7. The confidentiality described in this article remains in force for the duration of the underlying agreement and for a period of three years thereafter.
  8. Generative AI and machine learning
    1. The Client acknowledges that TaxMate, whether independently or together with a sister company or another affiliated undertaking, may process personal data and other data, including but not limited to documents provided by the Client, for the development, training, and application of generative AI and machine learning models. This processing takes place within the scope of the consent already given and the agreement concluded with the Client, so that renewed consent does not need to be obtained for each individual document.
    2. TaxMate will comply with all applicable laws and regulations, including the General Data Protection Regulation, as well as these confidentiality provisions. The data will only be used to improve the services and AI systems of TaxMate or its sister company and not for other purposes without the Client's explicit permission.
    3. The Client may at any time, in line with the privacy policy, request information about or object to the use of its data for these purposes. To do so, the Client can contact TaxMate using the contact details mentioned in the privacy policy.
19

Complaints

  1. The Client must inspect a product delivered or service provided by TaxMate as soon as possible for any shortcomings.
  2. If a delivered product or service does not meet what the Client could reasonably expect from the agreement, the Client must notify TaxMate as soon as possible and in any event within 1 month after discovering the shortcoming.
  3. Consumers must notify TaxMate no later than 2 months after discovering the shortcoming.
  4. The Client must provide as detailed a description of the shortcoming as possible so that TaxMate is able to respond adequately.
  5. The Client must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, it can in no event lead to TaxMate being required to perform work other than the work agreed.
20

Notice of default

  1. The Client must notify TaxMate of default in writing.
  2. It is the Client's responsibility to ensure that a notice of default actually reaches TaxMate in time.
21

Joint and several liability of the Client

If TaxMate enters into an agreement with multiple Clients, each of them is jointly and severally liable for the full amounts owed to TaxMate under that agreement.

22

Liability of TaxMate

  1. TaxMate performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. TaxMate is liable only for damage suffered by the Client if and insofar as that damage was caused by intent or deliberate recklessness.
  3. If TaxMate is liable for any damage, it is liable only for direct damage arising from or related to the performance of an agreement.
  4. TaxMate is never liable for indirect damage, such as consequential damage, lost profits, lost savings, or damage to third parties.
  5. If TaxMate is required to compensate any damage, that compensation will at all times be limited to a maximum amount equal to the total fees charged to the Client during the previous twelve months.
  6. If problems arise in the timely performance by TaxMate while the Client has complied with its timely information obligation, and the Client receives a penalty from the tax authorities as a result, TaxMate undertakes to reimburse that penalty up to the following maximum amounts:
    1. Fines for late filing of VAT returns: EUR 65 per case, with a maximum of EUR 195 per year.
    2. Fines for late filing of income tax returns: EUR 184.50, with a maximum of EUR 184.50 per year.
    3. The fines reimbursed by TaxMate can never exceed the amount charged for the services during the previous 12 months.
    4. If TaxMate wishes to proceed to compensation of one or more of the above fines, the Client must in any event draw TaxMate's attention at least once to a possible failure in filing.
23

Expiry period

Any right of the Client to compensation from TaxMate lapses in any event 12 months after the event from which liability arises directly or indirectly. This does not exclude the provisions of article 6:89 of the Dutch Civil Code.

24

Right of termination

  1. The Client is entitled to dissolve the agreement if TaxMate culpably fails to fulfil its obligations, unless that failure, given its special nature or minor significance, does not justify dissolution.
  2. If fulfilment of the obligations by TaxMate is not permanently or temporarily impossible, dissolution can take place only after TaxMate is in default.
  3. TaxMate is entitled to dissolve the agreement with the Client if the Client fails to fulfil its obligations under the agreement in full or on time, or if TaxMate has become aware of circumstances giving good reason to fear that the Client will not be able to fulfil its obligations properly.
25

Force majeure

  1. In addition to article 6:75 of the Dutch Civil Code, a failure by TaxMate to perform any obligation towards the Client cannot be attributed to TaxMate in a situation independent of its will that prevents performance in whole or in part or makes performance unreasonable to require from TaxMate.
  2. Force majeure as referred to above also includes, but is not limited to, a state of emergency such as civil war, insurrection, riots, natural disasters, and pandemics; defaults and force majeure of suppliers, delivery services, or other third parties; unexpected failures of power, electricity, internet, computers, and telecommunications; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions, and work stoppages.
  3. If a force majeure situation occurs that prevents TaxMate from fulfilling one or more obligations towards the Client, those obligations are suspended until TaxMate is able to perform them again.
  4. From the moment a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
  5. In a force majeure situation, TaxMate is not liable for any compensation, even if it enjoys any advantage as a result of the force majeure event.
26

Amendment of the agreement

If, after the conclusion of the agreement, it appears necessary for the performance thereof to amend or supplement its content, the parties will amend the agreement accordingly in a timely manner and in mutual consultation.

27

Amendment of the terms and conditions

  1. TaxMate is entitled to amend or supplement these terms and conditions.
  2. Changes of minor importance may be made at any time.
  3. Major substantive changes will be discussed by TaxMate with the Client in advance as much as reasonably possible.
  4. Consumers are entitled to terminate the agreement in the event of a substantial amendment of the terms and conditions.
28

Transfer of rights

  1. Rights of the Client arising from an agreement between the parties cannot be transferred to third parties without the prior written consent of TaxMate.
  2. This provision qualifies as a clause with proprietary effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.
29

Consequences of nullity or voidability

  1. If one or more provisions of these terms and conditions prove to be null and void or voidable, this does not affect the remaining provisions.
  2. A provision that is null and void or voidable will in that case be replaced by a provision that comes closest to what TaxMate had in mind when drafting the terms on that point.
30

Applicable law and competent court

  1. Any agreement between the parties is governed exclusively by Dutch law.
  2. The competent court is the Dutch court in the district of Amsterdam.
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