GENERAL TERMS AND CONDITIONS OF SCHMITZ TAX SERVICES

Schmitz Tax Services
Burgemeester van Dijkesingel 4
2809 RD Gouda
The Netherlands
Chamber of Commerce: 91165253
VAT identification number: NL004871355B35

Version: 2 October 2026

Article 1 – Definitions

In these General Terms and Conditions:

1.1 Schmitz

Schmitz Tax Services, a sole proprietorship owned by Thomas Schmitz, having its registered business address at Burgemeester van Dijkesingel 4, 2809 RD Gouda, the Netherlands, registered with the Dutch Chamber of Commerce under number 91165253, including any legal successor of Schmitz.

1.2 Client

Any natural person, legal entity or partnership entering into an agreement with Schmitz or for whom Schmitz performs services.

1.3 Consumer

A Client who is a natural person acting for purposes outside their trade, business, craft or profession.

1.4 Engagement

The agreement between Schmitz and the Client under which Schmitz performs services.

1.5 Proposal

Any proposal issued by Schmitz describing the nature, scope, price and any conditions of the services.

1.6 In Writing

By letter, email, WhatsApp or another electronic communication method through which the content can be stored for future reference.

Article 2 – Identity and Applicability

2.1

These General Terms and Conditions apply to every Proposal, Engagement and agreement between Schmitz and the Client, unless otherwise agreed in writing.

2.2

These General Terms and Conditions are available in Dutch and English. Article 29 determines which language version governs their interpretation.

2.3

If a separate written engagement letter or engagement confirmation has been issued, that document shall prevail over these General Terms and Conditions in the event of inconsistencies.

2.4

If any provision of these General Terms and Conditions is void or voidable, the remaining provisions shall remain in full force and effect. The parties shall replace the relevant provision with a valid provision that reflects the intention of the original provision as closely as reasonably possible.

2.5

These General Terms and Conditions also apply to legal successors of Schmitz.

2.6

The Client agrees in advance that the agreement and the rights and obligations arising from it may be transferred to a legal successor of Schmitz, including a private limited company (B.V.) established or acquired by Schmitz.

2.7

If such a transfer actually takes place, a Consumer shall have the right to terminate the agreement, without prejudice to any other rights the Consumer may have under mandatory law.

Article 3 – Formation of the Engagement

3.1

An Engagement is formed when the Client accepts the Proposal or offer made by Schmitz.

3.2

Acceptance may take place by email, WhatsApp, verbally or in any other manner sufficiently demonstrating the Client's agreement to the Engagement.

3.3

A separately signed engagement confirmation or agreement is not required.

3.4

The scope of the Engagement shall be determined by the Proposal, written agreements and what the parties could reasonably expect from the Engagement.

3.5

Schmitz is entitled to refuse an Engagement without giving reasons.

Article 4 – Scope of Services

4.1

Schmitz shall perform the services that form part of the Engagement as determined under Article 3.4.

4.2

Services outside the agreed scope may be charged separately.

4.3

If the Client requests a material expansion of the services, Schmitz shall, where reasonably possible, discuss the consequences for the services, planning and fees with the Client in advance and seek the Client's prior approval.

4.4

Minor incidental questions directly related to an ongoing Engagement may be answered by Schmitz without requiring a separate Engagement.

Article 5 – Client Obligations

5.1

The Client shall provide all information, documents, data and access that Schmitz reasonably requires to perform the Engagement.

5.2

The Client is responsible for the accuracy, completeness and timeliness of the information provided.

5.3

The Client shall promptly inform Schmitz of any changes in facts and circumstances that may be relevant to the Engagement.

5.4

Schmitz may rely on the accuracy and completeness of the information provided by the Client.

5.5

If required information is missing or not provided in time, Schmitz may suspend its services until the necessary information has been received.

5.6

Schmitz shall not be liable for consequences arising from incorrect, incomplete or late information provided by the Client.

5.7

The Client remains responsible for its own records, original documents, source documents and any statutory retention obligations applying to them.

Article 6 – Tax Advice

6.1

Tax advice is based on the laws, regulations, case law and published policies applicable at the time the advice is provided.

6.2

Advice is based on the facts, circumstances and assumptions communicated to Schmitz. Changes to those facts or circumstances may affect the continued applicability of the advice.

6.3

Schmitz is not obliged to update previously issued advice automatically unless this is expressly included in the Engagement.

6.4

Dutch law is the starting point for the services. If foreign legislation, taxation or other foreign aspects are relevant, it may be necessary to involve a local or other foreign adviser.

6.5

Schmitz does not guarantee that the Dutch Tax Administration or another competent authority will accept a particular tax position.

Article 7 – Tax Returns and Proceedings

7.1

Tax returns are prepared on the basis of information provided by the Client and are submitted to the Client for approval.

7.2

Schmitz shall only file a tax return after the Client has approved it, unless otherwise agreed in writing.

7.3

The Client remains responsible for providing the required information and giving approval in a timely manner.

7.4

Schmitz shall not be liable for consequences arising from the Client's failure to provide information or approval in time.

7.5

Schmitz shall make reasonable efforts to monitor known tax deadlines within the scope of the Engagement, but does not guarantee continuous availability or permanent monitoring of all possible tax obligations of the Client.

7.6

Filing a tax return does not constitute a guarantee that the Dutch Tax Administration will accept the return or any position taken in it.

7.7

Services in response to questions, audits, tax investigations, requests for information or correspondence from the Dutch Tax Administration are only included in the Engagement if expressly agreed.

7.8

Objection and appeal proceedings are only included in the Engagement if expressly agreed or where the relevant Proposal expressly states that such proceedings form part of the Engagement.

Article 8 – Bookkeeping and Administrative Services

8.1

Bookkeeping and administrative services are only performed to the extent included in the agreed Engagement.

8.2

Processing historical backlogs, remedial work, corrections relating to previous periods and processing missing or incomplete accounting records are not included in a regular recurring Engagement unless otherwise agreed.

8.3

Schmitz may charge additional fees for work resulting from, among other things, a higher number of transactions than agreed, missing documents, substantial corrections, additional administrations or countries, or services outside the normal scope of the Engagement.

8.4

The Client remains responsible for the underlying records and the supporting documents on which the services performed by Schmitz are based.

Article 9 – Correspondence with the Dutch Tax Administration

9.1

Schmitz does not provide registered office, postal or correspondence addresses and does not provide domiciliation services.

9.2

Where included in the Engagement, Schmitz may, acting as the Client's authorised representative, receive correspondence from the Dutch Tax Administration and forward such correspondence to the Client.

9.3

The Client remains responsible at all times for maintaining its own legally valid address and for ensuring that such address is correctly registered with the relevant authorities.

9.4

The Client remains responsible for reviewing and acting upon correspondence forwarded by Schmitz in a timely manner.

9.5

Schmitz shall not be liable for consequences arising from the Client's failure to respond to correspondence in a timely manner.

9.6

To the extent the services fall within the scope of the Dutch Financial Supervision of Trust Offices Act 2018 (Wtt 2018), the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft) or other applicable legislation, Schmitz shall comply with the resulting obligations. Applicability shall depend on the nature and circumstances of the relevant services.

Article 10 – Wwft and Client Due Diligence

10.1

To the extent required under the Wwft or other applicable legislation, the Client shall provide all information and documentation required for client due diligence.

10.2

Schmitz may refuse an Engagement or suspend or terminate services if applicable legal obligations cannot be complied with.

10.3

Schmitz may be legally required to report unusual transactions or comply with other statutory obligations. Schmitz is not required to inform the Client of such matters where prohibited by law.

Article 11 – Deadlines

11.1

Deadlines communicated by Schmitz are indicative unless expressly agreed otherwise.

11.2

Deadlines may be affected by the timeliness and completeness of information provided by the Client.

11.3

Schmitz shall not be liable for delays caused by circumstances outside its reasonable control, including delays by government authorities and external service providers.

Article 12 – Fees

12.1

Fees shall be determined in the Proposal or otherwise agreed.

12.2

Services outside the agreed scope may be invoiced separately.

12.3

Unless otherwise agreed, amounts are exclusive of VAT and external costs.

12.4

Recurring fees may be indexed annually based on the Dutch Consumer Price Index (CPI), supplemented by reasonable adjustments where there are structural changes in the scope, complexity or cost of the services.

12.5

A change to a recurring fee shall be notified to the Client at least one invoice period before it takes effect.

12.6

If a price increase is subject to mandatory consumer-law restrictions, Schmitz shall comply with the applicable statutory requirements. If a price increase within the first three months of a recurring agreement gives a Consumer a statutory right to terminate the agreement, Schmitz shall respect that right.

Article 13 – Payment

13.1

Invoices must be paid within 14 days of the invoice date unless otherwise agreed.

13.2

Schmitz may require an advance payment before commencing services.

13.3

If the Client fails to pay on time, Schmitz may charge statutory interest and extrajudicial collection costs to the extent permitted by law.

13.4

In the case of Consumers, collection costs shall only be charged to the extent and after the statutory requirements for doing so have been met.

13.5

The Client may not suspend or set off payment obligations unless permitted by mandatory law.

Article 14 – Suspension

14.1

Schmitz may suspend its services if the Client fails to pay on time or fails to provide necessary information or cooperation in time.

14.2

Schmitz shall not be liable for consequences of a suspension resulting from a breach by the Client.

14.3

Where reasonably possible, Schmitz shall inform the Client in advance of a proposed suspension.

Article 15 – Termination of the Engagement

15.1

The Client may terminate the Engagement at any time, subject to Article 7:408(1) of the Dutch Civil Code and any mandatory statutory restrictions. No provision of these General Terms and Conditions is intended to restrict this right.

15.2

A recurring service may be subject to an agreed notice period or contractual term, to the extent legally permitted.

15.3

Upon termination, Schmitz shall be entitled to payment for services performed up to the date of termination. Where Article 7:411 of the Dutch Civil Code applies, the fee shall be determined in accordance with that provision.

15.4

Any prepaid amount shall be refunded to the extent it relates to services that have not been performed and for which Schmitz is not entitled to a reasonable portion of the fee. External costs already committed by Schmitz at the Client's request or with the Client's approval may be deducted to the extent such costs could not reasonably be avoided or reversed.

15.5

Schmitz may terminate the Engagement in circumstances including non-payment, failure to provide necessary information, incorrect or misleading information, a conflict of interest, applicable Wwft obligations or other legal or professional reasons preventing or making continuation of the Engagement undesirable.

15.6

If Schmitz terminates the Engagement without this being attributable to the Client, Schmitz shall refund any prepaid amount relating to services not yet performed.

15.7

Upon termination of the Engagement, Schmitz shall, where reasonably possible, return or make available to the Client documents and data owned by the Client. This shall not be conditional upon full payment of outstanding invoices. Schmitz shall take into account statutory retention obligations and third-party rights.

15.8

To the extent legally permitted, Schmitz may retain its own reports, memoranda, models, working papers, calculations and other work products created by Schmitz until the amounts due in respect of those services have been paid. This does not affect the Client's rights to its own documents and source records.

Article 16 – Confidentiality

16.1

Schmitz shall treat all confidential information received in connection with the Engagement as confidential.

16.2

Schmitz may disclose confidential information to employees, freelancers, specialists and service providers where reasonably necessary for the performance of the Engagement. Where reasonably possible and legally permitted, Schmitz shall ensure that such persons or parties are subject to appropriate confidentiality obligations that are at least equivalent to those applicable to Schmitz.

16.3

The confidentiality obligation does not apply where disclosure is required by law, a competent authority, a court order or a professional or statutory obligation.

16.4

The confidentiality obligations shall survive termination of the Engagement.

Article 17 – Personal Data

17.1

Schmitz shall process personal data only to the extent necessary for the performance of the Engagement, compliance with legal obligations and legitimate business purposes.

17.2

If Schmitz processes personal data as a processor on behalf of the Client, additional arrangements or a data processing agreement may apply.

Article 18 – Electronic Communication and Documents

18.1

Communication may take place by email, WhatsApp, online portals and other electronic means.

18.2

The Client acknowledges that electronic communication involves risks, including interception, delay, loss or unauthorised access.

18.3

Upon request, Schmitz may offer an alternative channel for the secure delivery of documents.

18.4

The Client is responsible for securely storing passwords, login details, codes and other access credentials.

Article 19 – Third Parties and Specialists

19.1

Schmitz may engage third parties or specialists where necessary or desirable for the performance of the Engagement.

19.2

If engaging a third party results in additional costs not already included in the Proposal, Schmitz shall inform the Client and, where reasonably possible, obtain prior approval.

19.3

Schmitz shall not be liable for failures by third parties independently engaged by or at the instruction of the Client.

Article 20 – Intellectual Property

20.1

Intellectual property rights in models, templates, methods, processes, reports, memoranda and other work products developed by Schmitz shall remain with Schmitz to the extent such rights do not vest in the Client by operation of law.

20.2

The Client receives a non-exclusive right to use work products specifically prepared for the Client for the purpose for which they were provided.

20.3

The Client may share such work products with, for example, banks, investors, shareholders, advisers, the Dutch Tax Administration or courts where reasonably necessary for the purpose for which the work product was prepared.

20.4

Third parties may not derive rights from or rely upon Schmitz's work products unless Schmitz has expressly permitted this in writing in advance.

Article 21 – Liability

21.1

Schmitz shall perform its services with the care expected from a reasonably competent and reasonably acting professional.

21.2

If Schmitz is liable for damage, its liability shall be limited to the amount paid out under Schmitz's professional liability insurance in the relevant case, increased by the applicable excess, unless mandatory law provides otherwise.

21.3

If no payment is made under an insurance policy, liability shall be limited to the amount of fees paid by the Client for the relevant Engagement during the twelve months preceding the event causing the damage, subject to a maximum of EUR 25,000, unless mandatory law provides otherwise.

21.4

Schmitz shall not be liable for indirect damage, consequential loss, loss of profit, loss of savings, loss of data or business interruption, unless mandatory law provides otherwise.

21.5

Schmitz shall not be liable for taxes, interest, penalties or other financial consequences arising solely from changes in legislation, positions taken by the Dutch Tax Administration or other circumstances that cannot reasonably be attributed to Schmitz.

21.6

Schmitz shall likewise not be liable for consequences of decisions taken by the Client, including decisions that deviate from or conflict with advice provided by Schmitz.

21.7

No limitation of liability shall apply to the extent such limitation is prohibited by mandatory law.

Article 22 – Complaints and Limitation of Claims

22.1

Complaints concerning the performance of the Engagement should be notified to Schmitz as soon as possible after discovery, preferably within 30 days.

22.2

Complaints should be described as specifically as possible so that Schmitz can investigate and, where possible, resolve the complaint.

22.3

Subject to mandatory law, any claim against Schmitz must be notified to Schmitz in writing no later than twelve months after the Client became aware, or reasonably could have become aware, of the damage and the person responsible for it.

22.4

Any legal claim shall in any event become time-barred five years after the event to which the claim relates, to the extent permitted by law.

22.5

In the case of Consumers, a contractual notification or limitation period shall not apply to the extent that its application would restrict a right to which the Consumer is entitled under mandatory law.

Article 23 – Retention Period

23.1

Schmitz shall retain files and documents for the period required by law or, where no statutory period applies, for a reasonable period.

23.2

After the applicable retention period has expired, Schmitz may delete or destroy files and documents.

23.3

The Client remains responsible for the statutory retention of its own records and documents.

Article 24 – Amendments to the General Terms and Conditions

24.1

Schmitz may amend these General Terms and Conditions where there is a reasonable basis for doing so, including changes in legislation, regulations, professional standards or the operation of the business.

24.2

Amendments shall be notified to the Client.

24.3

If an amendment is materially detrimental to the Client, the Client shall have the right to terminate the Engagement as of the date on which the amendment takes effect, unless termination is not reasonably possible or mandatory law provides otherwise.

24.4

An amendment shall not take effect earlier than six months after the date on which it was notified to the Client, unless a shorter period is necessary due to legislation, a competent authority or another circumstance in which Schmitz cannot reasonably be expected to postpone the amendment for six months.

24.5

Mandatory statutory restrictions on amendments to general terms and conditions applicable to Consumers shall remain fully applicable.

Article 25 – Consumers

25.1

Where the Client is a Consumer, mandatory consumer law shall apply in full.

25.2

Where the agreement is concluded at a distance or outside business premises, the Consumer may, where legally applicable, exercise the statutory right of withdrawal.

25.3

The statutory withdrawal period is fourteen days, starting on the day after the day on which the agreement was concluded, unless the law provides for a different starting point or period. If the information concerning the right of withdrawal required by law has not been provided, or has not been provided in full, the withdrawal period shall be extended as provided by law.

25.4

If the Consumer requests that the services commence before the expiry of the withdrawal period, Schmitz shall provide the information and obtain the confirmation required by law.

25.5

If the Consumer withdraws after performance has commenced at the Consumer's express request, the Consumer shall owe a proportionate amount for the part of the services already performed, to the extent permitted by law.

25.6

If the services are fully performed during the withdrawal period after the Consumer has expressly requested such performance and acknowledged that the right of withdrawal will be lost upon full performance, the right of withdrawal may lapse to the extent permitted by law.

25.7

The Consumer may use the model withdrawal form appended to these General Terms and Conditions, but is not obliged to do so.

Article 26 – Force Majeure

26.1

Schmitz shall not be required to perform an obligation if prevented from doing so by force majeure.

26.2

Force majeure includes, among other things, failures of electronic systems, the internet, software, government portals and external service providers, illness, and other circumstances beyond Schmitz's reasonable control.

26.3

If the force majeure situation continues for longer than can reasonably be expected, either party may terminate the Engagement to the extent permitted by law.

Article 27 – Applicable Law

27.1

All agreements between Schmitz and the Client shall be governed by Dutch law.

27.2

If the Client is a Consumer residing in another EU Member State, this provision shall not affect any protection the Consumer enjoys under mandatory law of the country of their habitual residence.

Article 28 – Competent Court

28.1

Disputes shall be submitted to the competent court in the district in which Schmitz has its registered business address, unless mandatory law designates another competent court.

28.2

A Consumer may also submit a dispute to a court that has jurisdiction under applicable mandatory consumer law.

Article 29 – Language

29.1

These General Terms and Conditions have been prepared in Dutch and English.

29.2

The language in which the Engagement was concluded shall determine the interpretation of the applicable terms.

29.3

If the parties expressly designate a specific language version of these General Terms and Conditions as applicable, that version shall prevail.

29.4

This provision does not affect mandatory statutory rights of Consumers.

MODEL WITHDRAWAL FORM

(Complete and return this form only if you wish to withdraw from the agreement.)

To:

Schmitz Tax Services
Burgemeester van Dijkesingel 4
2809 RD Gouda
The Netherlands
Email: thomas@schmitztaxservices.nl

I/We* hereby give notice that I/We* withdraw from my/our* contract for the provision of the following service:

Description of service: ..............................................................................

Ordered on / concluded on: ..............................................................................

Name of consumer(s): ..............................................................................

Address of consumer(s): ..............................................................................

Signature of consumer(s) (only if this form is submitted on paper): ..............................................................................

Date: ..............................................................................

* Delete as appropriate.