Stellan Tax & Administration
Version 1.0
Last updated: July 2026
Article 1 – Definitions
For the purposes of these General Terms and Conditions, the following terms shall have
the meanings set out below:
Stellan Tax & Administration: the sole proprietorship of Stellan Smid, established in
Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce
(KvK) under registration number 90147219.Client: any natural person or legal entity who engages, or intends to engage, Stellan
Tax & Administration to provide professional services.
Agreement: any engagement agreement between Stellan Tax & Administration and the
Client, including any amendments or additions thereto.
Services: all accounting, bookkeeping, tax, financial and related professional services
provided by Stellan Tax & Administration.
Article 2 – Applicability
1. These General Terms and Conditions apply to all quotations, offers, agreements and services provided by Stellan Tax & Administration.
2. Any deviation from these General Terms and Conditions shall only be valid if agreed in writing.
3. Any general terms and conditions of the Client are expressly rejected unless otherwise agreed in writing.
4. Should one or more provisions of these General Terms and Conditions be declared invalid, void or unenforceable, the remaining provisions shall remain in full force and effect.
Article 3 – Services
Stellan Tax & Administration may provide, among other things, the following services:- bookkeeping and financial administration;
- preparation of annual financial statements;
- preparation and filing of VAT returns;
- preparation and filing of Dutch personal income tax returns;
- preparation and filing of Dutch corporate income tax returns;
- tax advisory services;
- tax planning;- preparation of notices of objection;
- assistance with correspondence with the Dutch Tax Administration (Belastingdienst);- administrative support;
- any other agreed financial or tax-related services.
Article 4 – Formation of the Agreement
1. An Agreement shall be concluded as soon as a quotation or engagement has
been accepted in writing or electronically, or as soon as Stellan Tax &
Administration has commenced the agreed Services.
2. Quotations are non-binding unless expressly stated otherwise.
3. Obvious clerical errors, mistakes or inaccuracies in quotations, proposals or fee estimates shall not be binding upon Stellan Tax & Administration.
Article 5 – Performance of the Engagement
1. Stellan Tax & Administration shall perform the agreed Services with due professional care, expertise and diligence.
2. The Services constitute a best-efforts obligation (inspanningsverplichting) and expressly do not constitute an obligation to achieve a specific result.
Consequently, no guarantee can be given regarding any particular tax or financial outcome.
3. Where necessary for the proper performance of the Agreement, Stellan Tax & Administration may engage qualified third parties.
4. In performing the Services, Stellan Tax Administration shall, as far as reasonably possible, take the Client's interests into account
Article 6 – Client Responsibilities
1. The Client shall provide all information and documentation required for the proper performance of the Agreement in a timely manner.
2. The Client warrants the accuracy, completeness and reliability of all information and documentation provided, including information originating from third parties.
3. Unless otherwise agreed in writing, Stellan Tax & Administration shall not be obliged to independently verify the accuracy or completeness of any information supplied by the Client.
4. If the required information or documentation is not provided in a timely manner, Stellan Tax & Administration shall be entitled to suspend the performance of the Services or to charge additional fees arising from the resulting delay or additional work.
5. The Client shall at all times remain solely responsible for the content and accuracy of tax returns, annual financial statements and any other documents submitted on the basis of information provided by the Client, even where such documents have been prepared by Stellan Tax & Administration.
Article 7 – Time Limits
1. Any timeframes or deadlines communicated by Stellan Tax & Administration are indicative only and shall never be regarded as strict or final deadlines.
2. Exceeding a stated timeframe shall not entitle the Client to claim damages or terminate the Agreement, unless such delay results from intentional misconductor wilful recklessness on the part of Stellan Tax & Administration.
3. Stellan Tax & Administration shall not be liable for any delay resulting from the Client's failure to provide the required information or documentation in a timely manner.
Article 8 – Fees
1. Services shall be provided on the basis of the agreed fixed fee, subscription fee or hourly rate.
2. Unless expressly stated otherwise, all fees are exclusive of Dutch VAT.3. Services falling outside the agreed scope of the Engagement may be invoiced separately.
4. Stellan Tax & Administration reserves the right to adjust its fees annually. Clients with an ongoing subscription or recurring engagement shall be notified of any such adjustment in advance.
Article 9 – Invoicing and Payment
1. Invoices shall be paid within fourteen (14) days from the invoice date, unless otherwise agreed in writing.
2. Payment shall be made without any deduction, set-off or suspension.
3. If payment is not received within the applicable payment period, the Client shall automatically be in default without the need for any notice of default.
4. From the date the Client is in default, statutory commercial interest or statutory interest, as applicable under Dutch law and depending on the nature of the Client, shall become payable.
5. All reasonable judicial and extrajudicial collection costs incurred in recovering outstanding amounts shall be borne by the Client.
Article 10 – Suspension of Services
If the Client fails to fulfil its payment obligations or fails to provide the information necessary for the proper performance of the Agreement, Stellan Tax & Administration shall be entitled to suspend all or part of its Services until the Client has fully complied with its obligations.
Stellan Tax & Administration shall not be liable for any loss or damage resulting fromsuch suspension.
Article 11 – Confidentiality
1. Stellan Tax & Administration shall treat all information received in connection with the performance of an Engagement as strictly confidential.
2. This obligation of confidentiality applies to all business, financial, tax-related and personal information of which Stellan Tax & Administration becomes aware during the performance of the Agreement.
3. Information shall only be disclosed to third parties where:
- such disclosure is necessary for the performance of the Agreement;
- the Client has given prior consent; oro Stellan Tax & Administration is required to do so by law.
4. This obligation of confidentiality shall continue to apply after termination of the Agreement.
Article 12 – Personal Data (GDPR)
1. Stellan Tax & Administration processes personal data in accordance with the General Data Protection Regulation (GDPR).
2. The processing of personal data is governed by the Privacy Statement of Stellan Tax & Administration.
3. Where a data processing agreement is required for the performance of the Agreement, the parties shall enter into such an agreement upon request.
Article 13 – Intellectual Property
1. All intellectual property rights relating to advice, calculations, reports, models, documents, texts, methodologies and any other materials developed by Stellan Tax & Administration shall remain the exclusive property of Stellan Tax & Administration, unless otherwise agreed in writing.
2. The Client is granted a non-exclusive right to use such materials solely for the purpose for which they have been provided.
3. Without the prior written consent of Stellan Tax & Administration, such materials may not be published, reproduced or made available to third parties, unless this is necessary for their intended use.
Article 14 – Liability
1. Stellan Tax & Administration performs its Services with the utmost professional care and diligence. Nevertheless, errors cannot be entirely excluded.
2. Any liability of Stellan Tax & Administration shall be limited to the amount paid out in the relevant case under its professional liability insurance policy, increased by the applicable deductible.
3. If, for any reason whatsoever, the insurer does not make a payment under the professional liability insurance policy, Stellan Tax & Administration shall only be liable where the loss or damage results from intentional misconduct or wilful recklessness.4. Stellan Tax & Administration shall not be liable for:o indirect loss or damage;- consequential loss or damage;
- loss of profits;
- lost tax benefits;
- business interruption;
- reputational damage;
- loss or damage resulting from inaccurate, incomplete or untimely information provided by the Client; or
- loss or damage caused by the acts or omissions of third parties.5. Any claim for damages must be submitted in writing as soon as reasonably possible and, in any event, no later than twelve (12) months after the Client became aware, or reasonably should have become aware, of the loss or damage. After expiry of this period, any right to claim compensation shall lapse.
Article 15 – Indemnity
The Client shall indemnify and hold harmless Stellan Tax & Administration against any third-party claims arising from inaccurate, incomplete or misleading information provided by the Client, unless such claims result from intentional misconduct or wilful recklessness on the part of Stellan Tax & Administration.
Article 16 – Force Majeure
1. Force majeure shall mean any circumstance beyond the reasonable control of Stellan Tax & Administration that temporarily or permanently prevents the fulfilment of its obligations under the Agreement.
2. Force majeure includes, but is not limited to:
- illness;
- power outages;
- internet outages;
- cyber incidents;
- government measures;
- pandemics;
- natural disasters;
- disruptions affecting software providers;
- failures of cloud or hosting services.3. During a period of force majeure, the obligations of Stellan Tax & Administration shall be suspended.
Article 17 – Subscription Services and Minimum Term
1. Where the parties enter into an Agreement on the basis of a subscription, such subscription shall be entered into for a minimum term of six (6) months, unless otherwise agreed in writing.
2. Upon expiry of the minimum term, the subscription shall automatically continue for an indefinite period and may be terminated by either the Client or Stellan Tax & Administration by giving one (1) months written notice.
3. Services falling outside the agreed subscription services or relating to periods prior to the commencement of the subscription may be invoiced separately by Stellan Tax & Administration in accordance with its applicable fees and rates.
4. If the Client terminates the Agreement before the expiry of the minimum subscription term of six (6) months, the Client shall remain liable for payment of the subscription fees for the remainder of the minimum subscription term, unless otherwise agreed in writing by Stellan Tax & Administration.
Article 18 – Termination of the Agreement
1. Both the Client and Stellan Tax & Administration may terminate the Agreement in writing.
2. Fees for Services already performed and costs already incurred shall remain payable.
3. Upon termination, Stellan Tax & Administration shall, upon request and to the extent permitted by law, make the relevant documents available to the Client orthe Client's successor adviser, provided that all outstanding invoices have been paid in full.
Article 19 – Complaints
1. If the Client has any complaints regarding the performance of the Services, such complaints must be submitted in writing as soon as reasonably possible and no later than thirty (30) days after their discovery.
2. The submission of a complaint shall not suspend the Client's payment obligations.
3. Stellan Tax & Administration shall make reasonable efforts to resolve any complaint carefully and in mutual consultation with the Client.
Article 20 – Amendments
Stellan Tax & Administration reserves the right to amend these General Terms and Conditions. The most recent version shall always apply to new Agreements and, where
legally permitted, to existing Agreements.
Article 21 – Governing Law
All Agreements between Stellan Tax & Administration and the Client shall be governed exclusively by the laws of the Netherlands.
Article 22 – Competent Court
Any disputes arising out of or in connection with the Agreement shall be submitted to the competent court in the judicial district in which Stellan Tax & Administration has its registered office, unless mandatory provisions of law prescribe otherwise.
Article 23 – Electronic Communication
1. Stellan Tax & Administration and the Client may communicate in connection with the Agreement by email and, where agreed, through other electronic means of communication, such as a secure client portal or messaging applications.
2. The Client acknowledges that electronic communication involves certain risks, including delays, interception, corruption or loss of data. Stellan Tax & Administration shall use reasonable efforts to implement appropriate security measures but cannot guarantee that electronic communication will be completely secure or uninterrupted.
3. Unless the loss or damage results from intentional misconduct or wilful recklessness, Stellan Tax & Administration shall not be liable for any loss or damage arising from the use of electronic means of communication.
4. Documents, quotations, engagement letters and other communications transmitted electronically shall have the same legal effect as written documents, to the extent permitted by applicable law.
Article 24 – Statutory Identification and Reporting Obligations (Dutch Anti-Money Laundering and Anti-Terrorist Financing Act –Wwft)
1. To the extent that the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme – Wwft) or any comparable legislation applies to the Services provided by Stellan Tax & Administration, the Client shall provide all information and documentation reasonably required for client due diligence purposes.
2. Stellan Tax & Administration may suspend the performance of the Services if the Client fails to provide the requested information or documentation, or fails to do so in a timely manner.
3. Where required by law, Stellan Tax & Administration may report unusual transactions to the competent authorities without informing the Client beforehand or afterwards, to the extent required or permitted by applicable law.
4. The Client shall indemnify and hold harmless Stellan Tax & Administration against any loss or damage arising from compliance with statutory obligations under the Wwft or any other applicable laws and regulations.
Article 25 – File Retention and Right of Retention
1. Stellan Tax & Administration shall retain files and administrative records for the statutory retention periods or, where longer retention is necessary, for as long as is reasonably required for the performance of the Agreement or the protection of its legal interests.
2. Upon expiry of the applicable retention period, files may be destroyed unless a statutory obligation or an ongoing dispute requires their continued retention.
3. To the extent permitted by law, Stellan Tax & Administration shall have a right of retention over documents and other property in its possession until all amounts due and payable by the Client have been paid in full.
4. The right of retention shall only be exercised to the extent that doing so is consistent with mandatory law and the duty of care owed by Stellan Tax & Administration to the Client.
Article 26 – Final Provisions
1. These General Terms and Conditions shall enter into force on the date of publication on the website of Stellan Tax & Administration and shall replace all previously applicable versions.
2. If any provision of these General Terms and Conditions is held to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid provision with a valid provision that reflects, as closely as possible, the intent of the original provision.
3. In matters not provided for by these General Terms and Conditions, the Agreement shall be interpreted and applied in accordance with its spirit, theapplicable laws and regulations, and the principles of reasonableness and fairness.