Terms and conditions

This is an English translation of our Dutch terms and conditions. The Dutch text at holdwise.nl/algemene-voorwaarden is the binding version. If the two differ, the Dutch text applies.

Art. 1 Who is who

In these terms we mean by:

• Holdwise: Holdwise B.V., Mercuriusplein 1, 2132 HA Hoofddorp, the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number 42038397.
• Client: the person or company that gives Holdwise an assignment.
• Assignment: the agreement under which Holdwise does work for the Client.
• Services: all work Holdwise does, including written advice, guidance with setting up and structuring companies, ongoing services such as bookkeeping, annual accounts and a registered office address, scans, calculators and the Holdwise Academy.
• Ongoing service: a service delivered and invoiced per period, such as quarterly bookkeeping or a monthly registered office address.
• In writing: by email or by another digital means of which the content can be stored.

Art. 2 Where these terms apply

These terms apply to all offers, assignments and agreements between Holdwise and the Client. Deviations only apply if Holdwise has confirmed them in writing. The Client’s own terms only apply if Holdwise has accepted them in writing.

Art. 3 When the agreement starts

An agreement starts when the Client accepts an offer or quote from Holdwise in writing, when Holdwise confirms the assignment in writing, or when Holdwise starts the work at the Client’s request.

Art. 4 How Holdwise carries out the assignment

Holdwise carries out every assignment to the best of its knowledge and ability and in line with good professional practice. Holdwise has a best-efforts obligation. Advice is issued in writing under the responsibility of Holdwise B.V. and is based on the information the Client provides and on the laws and regulations in force at the time of issue. Where advice needs to be carried out at the notary, the Chamber of Commerce or the Dutch Tax Authority, Holdwise guides that process. If the Client’s situation or the law changes, the advice applies to the situation it was written for.

Holdwise may involve third parties, such as a notary or a payroll partner. They work under their own responsibility and their own terms. Costs of third parties and of government bodies, such as the notarial deed and the registration with the Chamber of Commerce, are listed separately in the quote.

Art. 5 What Holdwise needs from the Client

The Client provides all information Holdwise needs for the assignment on time, correctly and in full, and reports changes that affect the assignment right away. Holdwise verifies the identity of the Client and of the shareholders and directors involved under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft) and requests documents for this. As long as that information is missing, Holdwise may postpone the work. The consequences of incorrect or incomplete information are for the Client’s account.

Art. 6 Prices and payment

The price is fixed in writing before the work starts and excludes VAT unless stated otherwise. Advisory reports and incorporation projects are invoiced in advance; the work starts once payment is received. Ongoing services are invoiced per period in advance. The payment term is 14 days from the invoice date. In case of late payment the Client owes the statutory commercial interest and Holdwise may pause the work until payment is received.

Art. 7 Ongoing services and termination

An ongoing service runs for an indefinite period. Either party can terminate it in writing with a notice period of one month. The current period that has already been invoiced is completed. At the end of an ongoing service Holdwise hands over the Client’s records and documents as soon as all outstanding invoices are paid.

Art. 8 Cancelling an assignment

The Client can withdraw an assignment in writing. Work already done and costs already incurred, such as notary or Chamber of Commerce fees, are charged. An advisory report that is already in progress is charged in full. If a scheduled meeting is cancelled less than 48 hours in advance, Holdwise may charge 50% of the agreed amount.

Art. 9 Liability

The liability of Holdwise is limited to the amount the Client has paid to Holdwise for the assignment concerned. Holdwise is not liable for:

• indirect damage, consequential damage or lost profit;
• damage caused by incorrect or incomplete information from the Client;
• damage caused by decisions the Client takes without following Holdwise’s advice;
• damage caused by errors of third parties such as a notary, bank or government body;
• damage caused by force majeure or circumstances beyond Holdwise’s control, including changes in laws and regulations after the advice was issued.

The Client reports a complaint or claim in writing within twelve months after the assignment is completed.

Art. 10 Confidentiality

Holdwise treats everything the Client shares as confidential and only shares it with third parties when this is needed for the assignment or required by law. Holdwise only names the Client as a reference with the Client’s written consent.

Art. 11 Intellectual property

Reports, documents, tools and materials created by Holdwise remain the property of Holdwise. The Client receives a right of use for personal use and for use within the Client’s own company. Publishing, reselling or passing them on to third parties requires Holdwise’s written consent. Documents drawn up in the Client’s name, such as notarial deeds, articles of association and agreements, belong to the Client.

Art. 12 Personal data

Holdwise processes personal data in line with the General Data Protection Regulation (GDPR). How this works is described in our privacy policy.

Art. 13 Changes

Holdwise may change these terms. The current version is always available at holdwise.nl/en/terms. For an existing agreement the terms in force at the time the agreement was made continue to apply.

Art. 14 Law and disputes

Dutch law applies to all agreements between Holdwise and the Client. We prefer to resolve a dispute by talking it through. If that fails, either party may bring it before the competent court of the District Court of North Holland, unless the law designates another court.

Art. 15 Contact