General Terms and Conditions – CompanyNL

1. CompanyNL B.V. (hereafter: “Company”) is registered at the Dutch Chamber of Commerce under number 67994288. The provisions in these general terms & conditions (hereafter: “GTC”) apply to any legal relationship between Company and each business client (hereafter: ”the Client”).

Terminology

• Unless the GTC expressly provide otherwise, the following applies to the interpretation of the following articles:
  • a reference to a person counts as a reference to a natural person, partnership or legal person;
  • the singular is deemed to include the plural and vice versa and a reference to a masculine form is also deemed to include and refer to a feminine form and vice versa;
  • the preamble, heading and numbering of Articles and/or Appendices (or parts thereof) in or with the GTC are only included to facilitate the use and have no influence on their interpretation;
  • a reference to “subsidiaries”, “group companies” and “participations” is deemed to be a reference to subsidiaries, group companies or participations as referred to in Article 2: 24a Dutch Civil Code, Article 2: 24b Dutch Civil Code and 2: 24c Dutch Civil Code; and
  • the words “including” and words of like scope mean “including but not limited to”.

Definition of services

•  These GTC distinguish the following services:
  • Notarial Services;
  • Special Services;
  • Additional Services. (hereafter collectively referred to as the “Services”)

• Examples of Notarial Services include:
  • Establishing of a legal person;
  • Transfer of shares in a legal person;
  • Amendment of articles of association;
  • Notarial identifications;
  • Other notarial deeds.

2. Company does not provide tax advice and is not responsible for tax consequences of Notarial Services.

3. Client may hire Company to intermediate in the following specialized business services (hereafter: “Special Services”):

• a. Domiciliation services for Dutch companies;
• b. Recruitment services;
• c. Corporate services (immigration, tax & legal).

4. Company never performs Special Services itself. Company only intermediates between the Client and the designated partner (hereafter: the “Partner”) executing the Special Services.

5. Client may hire Company to perform the following additional services (hereafter “Additional Services”):

• a. Request EORI registrations;
• b. Bank introductions;
• c. Chamber of Commerce information requests.

6. Company performs the Additional Services itself, under conditions to be specified.

Limitation of liability

7. Company cannot be held liable for any damages resulting from a Notary’s failure to perform a Notarial Service or a Partner’s failure to perform a Special Service.

8. The client is responsible for following up on notaries requests during the incorporation process and providing Company and Notaries with the right documentation. When the client refuses to follow up, the responsibility is with the client only. No refunds will be provided to the clients.

9. If and to the extent that Company is to be held liable for damages in connection with the performance of any Service, these damages shall at all times be limited to the fee that Client has paid to Company for that particular Service in relation to which the damages have occurred, such to a maximum of € 5,000.

10. Company shall at no time be liable for any indirect or consequential damages resulting from the performance of any Service, either by a Notary, a Partner or by Company itself.

General

11. Client is not permitted to transfer his right to execution of the Service to third parties, unless Company expressly agrees to this in writing.

12. Client guarantees the correctness, completeness and reliability of the documents and files made available to Company and the Partners, even if they come from third parties.

13. Should one or more provisions of these GTC be declared null and void, this does not affect the validity of the other provisions.

Applicable law and forum

14. Dutch law applies to the legal relationship between Company and Client.

15. Any dispute between Client and Company shall be resolved exclusively by the competent judge in the Court of Amsterdam, the Netherlands.

Amsterdam, July 2021

You can download a copy of our General Terms and Conditions here, in case of any legal dispute only this PDF is valid and considered up to date.