Upscale Consultancy Financial Services
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Document A

General terms and conditions

Upscale Consultancy Financial Services B.V., registered office at Treubweg 13, 1112 BA Diemen, the Netherlands, Chamber of Commerce (KvK) no. 93950071. In these terms: "Upscale", "we" or "us". We refer to the client as "you".

Version 13 July 2026. This English version is a translation provided for convenience only. The Dutch version (algemene voorwaarden) is the binding text; in the event of any discrepancy between the Dutch version and this translation, the Dutch text prevails.

Article 1Definitions

  1. Engagement: the contract for services (overeenkomst van opdracht, Article 7:400 et seq. of the Dutch Civil Code) under which we undertake to perform accounting, tax and related work.
  2. In writing: including by e-mail, WhatsApp or any other digital channel through which the content is recorded and reproducible.
  3. Records: all data, documents and administrative records used in the context of the engagement, in physical or digital form.

Article 2Applicability

  1. These terms apply to all quotations, engagements and follow-up engagements of Upscale, and to all legal relationships arising from them.
  2. Deviations apply only if we have confirmed them in writing.
  3. Any purchasing or other terms of yours do not apply.
  4. If any provision of these terms proves void or voidable, the remaining provisions continue to apply. The invalid provision will be replaced by a valid provision that approximates its intent as closely as possible.
  5. All stipulations in these terms are made not only for Upscale, but also for the benefit of its directors and shareholders, everyone who works or has worked for Upscale, and the third parties engaged by Upscale. All of them may invoke these terms directly, including the limitations of liability.

Article 3Formation and duration

  1. An engagement is formed as soon as we have confirmed it in writing or have actually started performing it.
  2. All engagements are accepted and performed exclusively by Upscale as a company, even where it is the (implicit) intention that a specific person performs the work. Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.
  3. Ongoing services (such as the Optima packages) are entered into for an indefinite period, unless agreed otherwise. Either party may terminate in writing with one month's notice, effective at the end of a calendar month.
  4. The monthly fee is the consideration for an ongoing service arrangement and does not relate to separate, individual activities. Monthly instalments already paid are not refunded upon termination.
  5. Termination does not release you from the obligation to pay for work already performed. Article 17 governs the handover at the end of the engagement.

Article 4Performance of the engagement

  1. We perform the engagement to the best of our ability and with the care that may be expected of a professional tax advisory and accounting firm. Our commitment is an obligation of best efforts, not of result: we do not guarantee any tax outcome.
  2. We determine the manner in which the engagement is performed, taking your reasonable wishes into account.
  3. We apply tax optimisation within the applicable laws and regulations, where in our professional judgement this is possible and appropriate.
  4. Tax law contains grey areas in which more than one position can reasonably be defended. Where this is the case, we present the choice and the risks to you; the final decision is yours. If the Dutch Tax Administration (Belastingdienst) later takes a different view on a defensible position, or on a choice you made after our explanation, this does not constitute a failure on our part. Any resulting tax, interest and penalties are for your account.
  5. Stated deadlines are indicative, unless expressly agreed otherwise in writing. For filing tax returns we may use the filing extension scheme for tax consultants (the becon scheme); we will inform you if we do.
  6. Communication is in principle digital (e-mail, telephone, WhatsApp). An e-mail from or to the address known to us is deemed to originate from you or from us respectively. We are not liable for damage caused by failure, delay or interception of digital communication, except in the case of intent or deliberate recklessness on our part.

Article 5Engagement of third parties

  1. We may engage third parties in the performance of the engagement, such as our regular payroll partner for payroll administration and suppliers of software and automated processing tools. We select these parties with care.
  2. We are not liable for failures of these third parties, except to the extent that the damage results from our failure to exercise due care in selecting or instructing that third party. We may accept any limitations of liability of third parties also on your behalf.

Article 6Your obligations

  1. You provide all Records we need for the engagement on time, correctly and completely, in the form and through the channel we agree (for example, uploading purchase invoices and receipts in SnelStart).
  2. For VAT returns, the starting point is that your records are up to date in the first week after the end of the quarter (all receipts and invoices uploaded). If that does not work out on occasion, contact us in good time; we do not charge a penalty or a higher rate for that. If you deliver later, however, we cannot guarantee that the return will be filed on time; we will still make every effort to do so.
  3. You warrant the accuracy and completeness of the Records provided, including those originating from third parties.
  4. You inform us on your own initiative of facts and circumstances that may be relevant to the engagement, such as changes in your business, income or personal situation that are relevant for tax purposes.
  5. Responsibility for the records, the annual accounts and the tax returns remains with you as the entrepreneur by law. We work transparently and explain what we do, so that you can fulfil that responsibility.
  6. If you fail to comply with the obligations in this article, or fail to do so on time or in full, we may suspend performance and any additional costs arising from this are for your account. We are not liable for damage resulting from this.

Article 7Filing of tax returns

  1. We only file tax returns (including VAT, income tax and corporate income tax) after you have expressly asked us in writing to file, on the basis of the drafts presented to and discussed with you.
  2. Without that request, we do not file. This also applies if you simply do not respond to a draft we have sent you: in that case the return is not filed. The consequences of not giving, or giving late, the request (such as penalties or tax interest) are for your account, provided we asked you for your approval in good time.
  3. Payroll tax returns fall outside paragraphs 1 and 2: these are handled periodically on the basis of the arrangements you have made with us in that respect.

Article 8Wwft (Dutch Anti-Money Laundering and Anti-Terrorist Financing Act)

  1. Our services fall under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme, Wwft). We are therefore required to perform client due diligence, including identifying and verifying you and, where applicable, the ultimate beneficial owner(s) (UBOs) of your business. You cooperate with this and provide the requested documents.
  2. We are legally required to report an unusual transaction to FIU-Nederland (the Dutch Financial Intelligence Unit), without informing you of this (and we are not permitted to inform you). We are not liable for the consequences of complying with these legal obligations.

Article 9Confidentiality

  1. We keep all confidential information about you and your business confidential, except to the extent that a legal obligation, a professional duty or the engagement itself requires disclosure (such as filing tax returns or making a Wwft report).
  2. We may share confidential information with the third parties we engage (Article 5), to the extent necessary for the performance of the engagement. These third parties are bound by confidentiality.
  3. You in turn keep the content of our advice, reports and working methods confidential, unless we consent to disclosure or disclosure is required by law.

Article 10Intellectual property

  1. All rights to what we create or use in the context of the engagement, including advice, reports, calculation models, templates, working methods and (software) tools, remain with us.
  2. You receive a non-transferable right of use to apply these products within your own business, for the purpose for which they were provided.
  3. Without our written consent you do not make these products available to third parties and do not reproduce or exploit them, except where this follows directly from the engagement.

Article 11Data processing, automated and AI-assisted processing

  1. In performing the engagement we process personal data. How we do this is set out in our privacy statement on our website, which forms part of our working method.
  2. For our accounting and tax services we act as an independent controller within the meaning of the GDPR, in line with the GDPR Guidelines for accountants, tax advisers and payroll professionals (drawn up by the Dutch professional bodies NBA, NOB, RB, Novak and NIRPA in consultation with the Dutch Data Protection Authority). A data processing agreement between you and us is therefore not required for these services. Should a specific, deviating service nevertheless involve a processor role, we will make additional written arrangements for it.
  3. You agree that we process the data in your records both manually and by automated means, including with AI-assisted tools, for example for assessing, categorising and correcting bookings. The following applies: (a) decisions with legal effects or significant consequences for you or for persons in your records are not taken solely by automated means; human review takes place; (b) we contract the suppliers of these tools under appropriate (data processing) arrangements, including confidentiality and a prohibition on using your data for the supplier's own purposes; (c) our duty of confidentiality (Article 9) continues to apply in full to this processing.
  4. By giving us access to your records as your accountant/adviser (for example by linking us to your SnelStart environment), you instruct and authorise us to process the data contained in them in accordance with this article.
  5. To the extent that your records contain personal data of third parties (such as staff, customers or suppliers of your business), you warrant that you process that data lawfully and, where necessary, have informed the data subjects about the outsourcing of your records.

Article 12Fees and rates

  1. Our ongoing services are performed for the agreed fixed monthly fee (package price). Other work is performed on the basis of an hourly rate or a fixed price agreed in advance. All amounts are exclusive of VAT.
  2. The package price covers the agreed accounting and tax services. Payroll administration, accounting software and work performed by engaged third parties are charged separately.
  3. Thinking along with you and answering short questions are part of our service. If a question or request becomes substantial (it genuinely requires research or additional work), it constitutes additional work. We will tell you in advance if something will be handled as additional work.
  4. We may adjust our rates annually as of 1 January. We may also adjust the package price if the size or composition of your records changes structurally (for example, considerably more transactions or staff). We announce price adjustments at least one month in advance; in the case of an increase other than a regular annual indexation, you may terminate the agreement effective as of the date the increase takes effect.

Article 13Payment

  1. Payment is made within 14 days of the invoice date, without set-off or suspension, to our bank account or, if agreed, by direct debit.
  2. If you do not pay on time, you are in default after the payment term has expired, and statutory commercial interest and extrajudicial collection costs in accordance with the statutory rules are due.
  3. If payment is not forthcoming, we may suspend our work after having warned you. The consequences of this (such as late tax returns) are for your account.
  4. Objections to an invoice must be notified to us in writing within 30 days of the invoice date. An objection does not suspend your payment obligation.
  5. If several clients jointly give an engagement (for example, the partners of a general partnership or tax partners), each of them is jointly and severally liable for payment of the invoice, to the extent that the work was performed for them jointly.
  6. If your financial position or payment behaviour gives us reasonable grounds to do so, we may require an advance payment or (additional) security before we (continue to) work. If this is not provided, we may suspend performance. An advance payment made will be set off against the final invoice.

Article 14Liability

  1. We are only liable for direct damage that is the direct result of an attributable failure that a reasonably acting and reasonably competent professional peer could have avoided under the same circumstances.
  2. Our liability is limited to the amount paid out by our professional liability insurance in the case concerned, plus the deductible (excess). If the insurance does not pay out for any reason, liability is limited to the fees (excluding VAT) that you paid us for the engagement concerned in the twelve months preceding the event causing the damage, with a maximum of EUR 10,000.
  3. We are never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage due to business interruption. The tax included in a tax assessment does not itself qualify as damage: it would also have been due without the failure.
  4. We are not liable for damage that is (partly) the result of incorrect, incomplete or late Records or information (Article 6), nor for the consequences of your failure to approve drafts (Article 7).
  5. Taking a defensible tax position, or following a choice you made after our explanation (Article 4(4)), is not a failure. The fact that another adviser would have made a different assessment does not in itself make a choice incorrect; the standard remains the norm of paragraph 1.
  6. You give us the opportunity to remedy a failure and, in the event of a tax audit covering the relevant period, to be present at it. If you do not, our liability for that failure lapses.
  7. You notify us of a failure in writing within one month after you discovered it or reasonably should have discovered it. In any event, every claim lapses twelve months after the moment you became aware, or could have become aware, of the damage, and at the latest sixty months after the tax return for the relevant financial year was filed.
  8. You indemnify us against claims by third parties (including persons whose data is included in your records) related to the engagement, except to the extent that the claim results from our own attributable failure.
  9. The limitations in this article do not apply in the case of intent or deliberate recklessness on our part.

Article 15Force majeure

  1. In the event of force majeure (including failures at software or network suppliers, outages of the Dutch Tax Administration's systems, illness and other circumstances beyond our reasonable control), our obligations are suspended for as long as the force majeure lasts.
  2. If the force majeure lasts longer than two months, either party may terminate the agreement in writing for the part not yet performed, without any obligation to pay damages to each other. Work already performed will be settled.

Article 16Suspension and termination

  1. In addition to the cases mentioned elsewhere in these terms, we may terminate the agreement with immediate effect if you are declared bankrupt, apply for a moratorium, cease your business, or if continuation cannot reasonably be required of us (for example, in the event of a breach of trust or non-compliance with Wwft obligations).
  2. Upon termination, by whichever party, the provisions that by their nature are intended to continue (including confidentiality, liability, payment and applicable law) remain in force.

Article 17Handover and retention of records

  1. At the end of the engagement we cooperate in an orderly handover of your records to you or your new adviser. Records that belong to you are returned to you or remain accessible to you (for example, in your own SnelStart environment).
  2. The starting point is that you have your own subscription to the accounting software. If, by way of exception, your records run on a subscription or licence held by Upscale, the following applies at the end of the engagement:
    • You have three months to take over the subscription and the records in your own name (or have this arranged); we will cooperate with this.
    • From the end date of the engagement we may charge the subscription costs on to you until the takeover has been arranged.
    • If the takeover has not been arranged after that period, we may terminate the subscription. We will first send you a written reminder giving you fourteen days.
    • The statutory obligation to keep records rests on you as the entrepreneur. After termination of the subscription we are not obliged to make or retain back-ups, audit files or copies of your records.
  3. We may suspend the release of our own working file until outstanding invoices have been paid, to the extent permitted by law; we do not withhold your own (source) records in doing so.
  4. We retain our own file for the statutory retention periods (as a rule, seven years). After that, we may destroy it.

Article 18Applicable law and disputes

  1. All legal relationships between you and us are governed by Dutch law.
  2. We first put disputes to each other in order to reach a solution together. If that does not succeed, the competent court of the District Court of Amsterdam has jurisdiction, unless mandatory law provides otherwise.

Article 19Amendment of these terms

  1. We may amend these terms. We announce amendments at least one month in advance and they also apply to current agreements from the announced effective date. If you disagree with a material amendment, you may terminate the agreement effective as of the effective date.

Questions about these terms? E-mail info@upscaleconsultancy.com or call 020 - 369 29 61.