Terms and Conditions

DUTCH BUSINESS INCORPORATION

Your trusted business partner in the Netherlands

GENERAL TERMS AND CONDITIONS

Last updated: August 2026

Definitions and Interpretation

The following definitions apply throughout these Terms and Conditions:

Agreement – the agreement between Dutch Business Incorporation ("DBI") and the Company for the provision of Services, as described in these Terms and Conditions.

Principal – the person, shareholder, or director instructing DBI to provide services on behalf of the Company.

DBI – Dutch Business Incorporation.

Party – DBI or the Company (individually), or DBI and the Company (together).

Services – the services offered by DBI, as described on DBI’s website, service descriptions, fee proposals, or otherwise agreed in writing between DBI and the Company/Principal.

The Company – the company to which DBI renders services.

DBI

  • DBI was established under the laws of the Netherlands, under the name of Dutch Business Incorporation and registered with Amsterdam Chamber of Commerce under number 70482276, has its registered office at Keizersgracht 520H, 1017 EK, Amsterdam, The Netherlands. DBI is the legal party to the Engagement Letter.
  • DBI will provide the Services to the Company as an independent contractor and not as your employee, agent, or joint venture.
  • DBI may subcontract to third parties associated with DBI, who may deal with you directly if preferred.
  • DBI will not assume any management responsibilities in connection with the Services. The Company is responsible for all management decisions relating to the Services.
  • DBI does not give tax and legal advice.

The Responsibilities of the Principal and the Company

  • The Company and the Principal shall assign a qualified person to oversee the Services.
  • DBI will rely on the Company and/or the Principal’s information made available to DBI and, unless DBI expressly agrees otherwise, DBI will have no responsibility to evaluate or verify it.

Services

  • DBI will be limited to the Services as requested by the Company and/or the Principal, as described on DBI’s website, in written correspondence (including email), or as otherwise agreed in writing between DBI and the Company/Principal.
  • DBI will not perform any act of management. Management responsibilities shall remain with the Company, including providing all information, making decisions regarding information to be included in documents, and determining that any documents accurately reflect their purpose. The Company and/or the Principal recognises these responsibilities and acknowledges that DBI is not making decisions on behalf of the management of the Company in any way, or acting in a role that could be construed as an act of management.
  • Pursuant to the Company and/or the Principal’s instructions, DBI will provide the Services.
  • Our company formation package may include general information about practical matters relevant to establishing and operating a Dutch company, including the use of business address providers and bank account providers. DBI does not recommend, select, arrange, or provide virtual office, business address, or postal address providers on behalf of the Company and/or Principal. The Company and/or Principal is responsible for independently selecting and engaging any such provider. Where the Company and/or Principal chooses to engage a bank account provider or other independent third-party provider, that provider will conduct its own Know Your Customer (KYC) and compliance procedures. DBI is not responsible for the outcome of those procedures and cannot guarantee that the Company and/or Principal will be accepted as a client by any third-party provider.
  • If you choose to engage our VAT number application service, please note that we assist with the preparation and submission of your application to the Dutch Tax Authorities. The approval of the VAT number is entirely at the discretion of the tax authority and subject to their internal compliance review. We cannot guarantee approval, and no refunds will be issued if your application is rejected, delayed, or not granted.

Corporate Administration and Post-Incorporation Amendment Services

DBI offers post-incorporation amendment services, including but not limited to changes of registered address, changes of director(s) and/or management, and updates to the UBO (Ultimate Beneficial Owner) register. The following conditions apply to all such services.

Change of Director

  • DBI offers a change of director registration service for Dutch companies. This is a one-off service provided upon individual instruction and is not an ongoing or recurring service unless separately agreed in writing.
  • The Company and/or the Principal shall provide DBI with all information required to complete the KvK filing, including but not limited to the full legal name, date of birth, nationality, residential address, and a valid copy of the identification document of the incoming director.
  • DBI will file the change of director directly with the Dutch Chamber of Commerce (Kamer van Koophandel, KvK) on behalf of the Company and/or the Principal, based solely on the information provided by the Company and/or the Principal.
  • The Company and/or the Principal warrants that all information provided to DBI is accurate, complete, and current at the time of instruction. DBI accepts no liability for any errors, omissions, or consequences arising from inaccurate or incomplete information provided by the Company and/or the Principal.
  • DBI will proceed with the filing upon receipt of written instruction (including by email or message) from the Company and/or the Principal and payment of DBI’s applicable fee.
  • The effective date of the director change is determined by the KvK upon processing. DBI cannot guarantee specific processing timelines and shall not be liable for any delays attributable to the KvK.
  • The outgoing and incoming director(s), and the Company, remain solely responsible for all legal, contractual, and regulatory obligations arising from or connected to the change of directorship. DBI does not provide legal advice in connection with this service and recommends the Company seek independent legal counsel where required.

Change of Registered Address

  • DBI offers a registered address change service for Dutch companies. This is a one-off service provided upon individual instruction and is not an ongoing or recurring service unless separately agreed in writing.
  • The Company and/or the Principal shall provide DBI with the new registered address and a valid copy of the rental agreement, sublease agreement, or domicile agreement confirming the right to use the new address as a registered business address.
  • DBI will file the change of registered address directly with the KvK on behalf of the Company and/or the Principal, based solely on the documentation provided.
  • The Company and/or the Principal warrants that the new address is legally permissible as a registered business address under Dutch law and that all necessary agreements are valid and in force at the time of filing.
  • DBI accepts no liability for any consequences arising from an address that is subsequently found to be impermissible, invalid, or where the underlying rental or domicile agreement is terminated after filing.
  • Where an address change may affect the Company’s VAT registration, tax correspondence address, or other regulatory registrations, it is the sole responsibility of the Company and/or the Principal to notify the relevant authorities. DBI will not automatically update any registration other than the KvK filing unless separately instructed and agreed in writing.
  • DBI will proceed with the filing upon receipt of written instruction and the required documentation from the Company and/or the Principal, and payment of DBI’s applicable fee.

UBO Register Updates

  • Where a change of director(s), shareholder, or ownership structure gives rise to an obligation to update the UBO register maintained by the KvK, DBI will, upon instruction, assist with the preparation and submission of the required UBO notification.
  • The Company and/or the Principal is solely responsible for identifying and disclosing all persons qualifying as UBOs under applicable Dutch law and for the accuracy of all information submitted to the UBO register.
  • DBI shall not be liable for any penalties, fines, or regulatory consequences arising from inaccurate, incomplete, or late UBO filings where such errors result from information provided by the Company and/or the Principal.

Limitations

DBI shall provide or otherwise make available the Services to the best of its knowledge and abilities.

To the fullest extent permitted by applicable law, DBI shall not be liable towards the Company or the Principal:

  • For any damages resulting from any act or omission which was DBI’s potential or predictable response to any request received from or on behalf of the Company or the Principal.
  • The Principal and the Company may not recover from DBI, in contract or tort, under statute or otherwise, any damage with respect to the loss of profit, data, goodwill or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of the Engagement Letter or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

DBI’s total aggregate liability arising out of or in connection with the Services, whether in contract, tort, under statute or otherwise, shall be limited to an amount equal to the total fees paid or payable to DBI for the specific Services giving rise to the claim.

Nothing in these Terms and Conditions excludes or limits any liability which cannot lawfully be excluded or limited under Dutch law.

DBI shall not be obliged to do anything which in its reasonable opinion it believes could:

  • Potentially break the laws of any jurisdiction;
  • Potentially conflict with the constitutional documents of the Company;
  • Potentially give rise to any claims for damage against DBI.

Fees and Expenses

  • All fees are quoted exclusive of 21% VAT and disbursements.
  • All invoices shall be payable within seven (7) business days of the invoice date.
  • All fees paid are non-refundable. If the Agreement is terminated in accordance with the Termination clause, the Company and/or the Principal shall pay for all work performed up to the effective date of termination, including any reasonable expenses incurred by DBI.
  • Any additional work not anticipated at the outset shall entitle DBI to adjust its fees accordingly.
  • The Principal may request DBI to allocate the fees and costs for the Services to the Company after valid incorporation and registration of the Company, in which case the Company will be bound by these Terms and Conditions.
  • For one-off services, payment of DBI’s invoice constitutes the Company’s and/or Principal’s confirmation of the accuracy of all details listed on the invoice and authorisation for DBI to proceed with the relevant filing or service on their behalf.

Indemnity

  • The Principal guarantees DBI that the Company and the Principal shall at all times fulfil their obligations arising from the Agreement and/or Services requested. The Company and/or the Principal shall fully indemnify DBI in the event that the Company or the Principal fails to fulfil such obligations.
  • The Company and the Principal guarantee that the Company shall at all times pay its debts as and when they become due.
  • To the fullest extent permitted by applicable law, the Principal and the Company shall indemnify DBI against all claims by third parties, and all resulting liabilities, losses, damages, costs, and expenses, arising out of or in connection with the Services provided by DBI, whether such Services are described on DBI’s website, in written correspondence, or otherwise agreed in writing between DBI and the Company/Principal.

Termination

  • These Terms and Conditions apply to all Services provided by DBI at any time, including Services performed before the formal commencement of the Agreement.
  • For ongoing Services (such as bookkeeping, tax filing, or company secretarial support), either Party may terminate the Agreement by giving one (1) month’s written notice to the other Party.
  • For one-off Services, including but not limited to the Company Formation Package, termination by notice is not possible once DBI has started work. In such cases, the full agreed fee remains payable. If DBI has partially completed the work at the time of termination, the Principal and/or the Company shall pay a proportionate fee corresponding to the work performed (for example, 50% of the work completed requires 50% of the fee to be paid), in addition to any expenses incurred.
  • The Principal and/or the Company shall pay DBI for all Services performed and all expenses incurred by DBI up to and including the effective date of termination of the Agreement. Payment is due within seven (7) days after the invoice date.

Data Protection and Use of AI-Assisted Tools

Both parties agree to comply with all applicable data protection legislation, including the General Data Protection Regulation (GDPR), in connection with the Services.

DBI processes personal data provided by the Principal and/or the Company solely for the purposes of delivering the agreed Services, managing the client relationship, and fulfilling legal obligations. This includes the use of AI-assisted tools to support internal operations such as processing correspondence and maintaining client records. Such tools are used responsibly and personal data is not used for purposes beyond the scope of the Services.

For full details of how DBI handles personal data, please refer to our Privacy Policy at www.dutchbusinessincorporation.com/privacy-policy .

Acceptance of Terms

These Terms and Conditions are accepted by the Company and/or the Principal upon any of the following:

  • Submission of an enquiry or contact form via DBI’s website;
  • Written confirmation (including by email) of an intention to proceed with DBI’s Services;
  • Payment of any invoice issued by DBI.

By proceeding with DBI’s Services, the Company and/or the Principal confirms that they have read, understood, and agree to be bound by these Terms and Conditions.

Force Majeure

Neither the Company, the Principal, nor DBI shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond their reasonable control.

Applicable Law

Any legal actions or proceedings arising out of or in connection with the Agreement shall be brought in the Courts of the Netherlands. Both parties irrevocably submit to the exclusive jurisdiction of such courts in connection with such legal actions.