Terms and Conditions

DUTCH BUSINESS INCORPORATION

(Your trusted business partner in the Netherlands)

 

GENERAL TERMS AND CONDITIONS

 

Definitions and Interpretation

  • 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 decision relating to the Service;
  • DBI does not give tax and legal advice.

 

The responsibilities of the Principle and the Company

  • The Company and the Principle shall assign a qualified person to oversee the Services;
  • DBI will rely on the Company and/or the Principle 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 be with the Company, including providing all information, making decisions, regarding information to be included in documents and determining any documents accurately reflect their purpose. The Company and/or the Principle recognizes these responsibilities and acknowledges that DBI is not making decisions on behalf of management of the Company in any way or are acting in a role that could be construed to be an act of management;
  • pursuant to the Company and/or the Principles’ instructions, DBI will provide the Services;
  • Our company formation package includes general guidance and recommendations on virtual office and virtual bank providers commonly used by our clients. Please note that these providers operate independently and will conduct their own Know Your Customer (KYC) procedures. We are not responsible for the outcome of their compliance checks, and we cannot guarantee that you will be accepted as a client by these third-party providers and no refunds will be issued if your application is rejected, delayed, or not granted.
  • 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.

 

Limitations

DBI shall provide or otherwise make available the Services to the best of its knowledge and abilities. DBI shall in no event be liable towards the Company or the Principle:

  • 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 Principle;
  • The Principle and the Company may not recover from DBI, in contract or tort under statue 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 of damage was contemplated.


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

  • potentially break the laws of any jurisdiction;
  • potentially conflict with the constitutional documents of the Company;
  • potentially gives 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.

 

Indemnify

  • 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.

Force majeure

Neither the Company or the Principle or we shall be liable for breach of this agreement (other than payment obligations) caused by circumstances beyond reasonable control.

Applicable Law

Any legal actions or proceeding arising out or in connection with the Agreement should be brought in the Courts of the Netherlands and irrevocably submit to the exclusive jurisdiction of such courts in connection with such legal actions.