Within the VIRTUS Group, services are provided by various legal entities. Only the legal entity identified as the Contractor in the engagement letter shall be a party to the agreement. The agreement shall be governed exclusively by the general terms and conditions applicable to that legal entity.
These General Terms and Conditions contain separate terms and conditions for:
VIRTUS Accountants en Belastingadviseurs B.V.
VIRTUS Strategic Finance B.V.
General Terms and Conditions VIRTUS Accountants en Belastingadviseurs B.V.
Version June 2026
Article 1 – Definitions
For the purposes of these General Terms and Conditions, the following terms shall have the meanings set out below:
Contractor: VIRTUS Accountants en Belastingadviseurs B.V., Chamber of Commerce registration number 42069985.
Client: the natural person or legal entity that engages the Contractor to perform an engagement.
Services: all services performed by the Contractor, including compilation engagements, accounting and administrative services, tax services, financial reporting, payroll administration, business advisory services, assistance with financing arrangements and other advisory services.
Article 2 – Applicability
1. These General Terms and Conditions apply to all quotations, engagements and agreements between the Contractor and the Client, including follow-up engagements and additional services.
2. These General Terms and Conditions also apply to companies affiliated with the Client and to persons for whom the Services are actually performed.
3. Any deviation from these General Terms and Conditions shall only be valid if agreed in writing.
4. Any general terms and conditions of the Client are expressly rejected.
5. The Contractor and the accountants associated with it are, in the performance of professional services, bound by the statutory requirements and professional rules and regulations applicable to them. The Client acknowledges and accepts that such requirements may impose limitations on the performance of the Engagement.
Article 3 – Formation of the Engagement
1. An agreement shall come into effect upon signature of an engagement letter, digital acceptance thereof, or when the Contractor commences the Services at the Client’s request.
2. All engagements shall be accepted and performed exclusively by VIRTUS Accountants en Belastingadviseurs B.V. Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code are expressly excluded. Directors, employees and other persons involved in the performance of the Engagement shall not be personally bound or liable.
3. Quotations are non-binding and exclusive of VAT, unless expressly stated otherwise.
Article 4 – Obligations of the Client
1. The Client shall provide all information and documents required for the performance of the Engagement in a timely manner and in the form requested by the Contractor.
2. The Client warrants the accuracy, completeness and reliability of the information provided, including information originating from third parties.
3. The Client remains responsible for its own administrative, tax and other statutory obligations and for the accuracy and completeness of the information underlying such obligations. This responsibility shall not affect the professional responsibility of the Contractor for the Services performed by it.
4. Any loss, damage and additional costs resulting from incorrect, incomplete or late provision of information shall be borne by the Client.
Article 5 – Performance of the Engagement
1. The Contractor shall determine the manner in which the Services are performed.
2. The Contractor shall be subject to an obligation to use reasonable endeavours and shall not be subject to an obligation to achieve a specific result.
3. The Contractor may engage third parties in connection with the performance of the Engagement and is authorised, on behalf of the Client, to accept the terms and conditions of such third parties, including any limitations of liability contained therein.
4. The Contractor may perform the Services from different locations or through digital means.
5. Deadlines for completion of Services shall only constitute strict deadlines if expressly agreed in writing.
Article 6 – Wwft and Integrity
1. The Client shall provide all information necessary to enable the Contractor to comply with the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme – Wwft), including information required for the identification and verification of the Client and its ultimate beneficial owners.
2. If the Client fails to provide sufficient information, the Contractor may suspend the Services, refuse to provide services or terminate the agreement.
3. The Contractor shall be entitled to report unusual transactions where required by applicable laws and regulations. To the extent required by law, the Contractor shall maintain confidentiality regarding any actual or intended report of an unusual transaction and any related information.
4. The Contractor excludes all liability for any loss or damage suffered by the Client as a consequence of the Contractor complying with statutory or professional obligations.
Article 7 – Confidentiality
1. The parties shall keep all confidential information confidential.
2. The confidentiality obligation shall not apply where disclosure is required by law, professional regulations, a supervisory authority or a court order.
3. The Contractor may share information within its organisation and with experts engaged by it where this is necessary for the performance of the Engagement.
4. Confidential professional consultation and professional or regulatory quality reviews shall not constitute a breach of confidentiality.
Article 8 – Privacy
1. The Contractor shall process personal data in accordance with the General Data Protection Regulation (GDPR).
2. The Contractor shall implement appropriate technical and organisational security measures.
3. Further information is set out in the Contractor’s privacy statement.
Article 9 – Software, Artificial Intelligence and Electronic Communications
1. The Contractor uses modern software, cloud-based solutions and digital tools.
2. The Contractor may use artificial intelligence systems in support of the Services. The Contractor shall remain responsible for the professional assessment of the output generated by such systems.
3. Neither party shall be liable to the other for loss or damage resulting from the use of electronic means of communication, including loss or damage caused by messages not being received or being received incompletely, delays, interception, manipulation or viruses, except in the event of wilful misconduct or gross negligence.
4. When using artificial intelligence systems, the Contractor shall take appropriate measures to protect confidential information and personal data and shall remain responsible for the professional assessment of the output generated.
Article 10 – Fees and Additional Services
1. The Services shall be performed on the basis of a fixed fee, subscription, time-spent basis or a combination thereof, as agreed in the engagement letter.
2. Rates may be indexed annually with effect from 1 January.
3. All amounts are exclusive of VAT and disbursements.
4. Additional services, including but not limited to remediation work, corrections to accounting records, tax audits, objection and appeal proceedings, financing processes and urgent assignments, shall be invoiced separately after notification to the Client.
Article 11 – Invoicing and Payment
1. Invoices must be paid within 14 days of the invoice date, without any right of deduction, discount, suspension or set-off.
2. If the payment term is exceeded, the Client shall automatically be in default without any further notice of default being required and shall owe statutory commercial interest.
3. Extrajudicial collection costs shall amount to 15% of the principal amount due, subject to a minimum of EUR 500, without prejudice to the Contractor’s right to recover the actual costs incurred where these are higher.
4. The Contractor may suspend the Services in the event of overdue payments, without being liable for any consequences resulting therefrom.
5. The Contractor may suspend the release of documents until all due and payable amounts have been paid. This shall not apply to original documents belonging to the Client that have not been processed or otherwise altered by the Contractor.
Article 12 – Liability
1. Any liability of the Contractor shall be limited to the amount actually paid out in the relevant case under the applicable professional liability insurance policy, increased by the applicable deductible.
2. If no payment is made under the insurance policy, liability shall be limited to the fees paid by the Client in respect of the relevant Engagement during the twelve months preceding the event giving rise to the loss or damage, subject to an absolute maximum of EUR 100,000.
3. The Contractor shall not be liable for indirect loss, consequential loss, loss of profit, lost tax benefits, reputational damage or loss resulting from business interruption.
4. Any personal liability of directors and employees of the Contractor, on whatever legal basis, including Section 6:162 of the Dutch Civil Code, is excluded, except in the event of wilful misconduct or deliberate recklessness on the part of the person concerned.
5. The limitations set out in this Article shall not apply in the event of wilful misconduct or deliberate recklessness on the part of the Contractor itself.
6. The Client shall indemnify and hold harmless the Contractor against claims by third parties relating to the Engagement, unless such claim results from wilful misconduct or deliberate recklessness on the part of the Contractor.
Article 13 – Limitation Period
1. Any claim by the Client shall lapse twelve months after the Client became aware, or could reasonably have become aware, of the existence of the relevant right or claim. This period shall not affect the Client’s ability to submit a complaint to the relevant professional organisation or to the Dutch Accountancy Chamber (Accountantskamer).
Article 14 – Termination
1. Either party may terminate the agreement in writing subject to a reasonable notice period.
2. The Contractor may terminate the agreement with immediate effect in the event of non-payment, fraud, integrity risks, threats, insufficient cooperation or conflict with applicable laws or regulations.
3. Upon termination, the Client shall remain liable for payment for Services already performed. The Contractor shall cooperate with an orderly transfer of the Engagement, provided that all outstanding invoices have been paid.
Article 15 – Force Majeure
1. The Contractor shall not be liable for any failure to perform resulting from force majeure, including illness, power outages, IT failures, ransomware, work stoppages and failures by third parties engaged by the Contractor.
2. If the force majeure situation continues for more than 30 calendar days, either party may terminate the agreement in writing. The Contractor shall remain entitled to payment for Services already performed.
Article 16 – Intellectual Property
1. All intellectual property rights in models, methods, templates, reports and advice developed or used by the Contractor shall remain vested in the Contractor.
2. The Client shall receive a right to use such materials for the purpose for which they were provided and may not make them available to third parties or reproduce them without the Contractor’s prior written consent.
Article 17 – Complaints
1. Complaints relating to the Services or invoice amounts must be submitted in writing within 30 days after discovery of the matter giving rise to the complaint.
2. Complaints shall first be dealt with internally.
3. Submission of a complaint shall not suspend the Client’s payment obligations.
Article 18 – Retention of Files
1. The Contractor shall retain files in accordance with applicable statutory retention periods. Upon expiry of the applicable retention period, files may be destroyed.
Article 19 – Governing Law and Disputes
1. All agreements shall be governed by Dutch law.
2. Any dispute shall be submitted to the competent court in the judicial district of Noord-Holland, the Netherlands.
3. This shall not affect the possibility of submitting a complaint to the Dutch Accountancy Chamber (Accountantskamer) or the relevant professional organisation.
Article 20 – Final Provisions
1. If any provision of these General Terms and Conditions is found to be null and 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 purpose and intent of the original provision as closely as possible.
2. The Contractor shall be entitled to amend these General Terms and Conditions. Amended terms and conditions shall apply to new and follow-up engagements after they have been communicated to the Client.
General Terms and Conditions VIRTUS Strategic Finance B.V.
Version June 2026
Article 1 – Definitions
For the purposes of these General Terms and Conditions, the following terms shall have the meanings set out below:
Contractor: VIRTUS Strategic Finance B.V., Chamber of Commerce registration number 42068612.
Client: the natural person or legal entity that engages the Contractor to perform an engagement.
Engagement: the agreement for the provision of services between the parties, including interim management, CFO services, financial transformation, project management and strategic advisory services.
Professional: the person or persons deployed by the Contractor for the performance of the Engagement.
In Writing: communication by letter, email or digital message.
Article 2 – Applicability
1. These General Terms and Conditions apply to all quotations, engagements and agreements entered into by the Contractor.
2. Any deviation from these General Terms and Conditions shall only be valid if agreed in writing.
3. Any general terms and conditions or purchasing conditions of the Client are expressly rejected.
4. In the event of any conflict, the following order of precedence shall apply: (i) the engagement letter and (ii) these General Terms and Conditions.
Article 3 – Formation and Nature of the Engagement
1. An agreement shall come into effect upon signature of an engagement letter, digital acceptance thereof, or when the Contractor commences the Services at the Client’s request.
2. The Engagement constitutes an agreement for services within the meaning of Section 7:400 of the Dutch Civil Code. The parties expressly do not intend to enter into an employment agreement.
3. All Engagements shall be accepted and performed exclusively by VIRTUS Strategic Finance B.V. Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code are expressly excluded. Directors, Professionals and employees shall not be personally bound or liable.
Article 4 – Performance
1. The Contractor shall determine the manner in which and the Professional by whom the Engagement is performed, in consultation with the Client.
2. The obligations of the Contractor under the Engagement are obligations to use reasonable endeavours and not obligations to achieve a specific result.
3. The Contractor gives no guarantee in respect of any specific financial or other outcome. Decisions shall be made exclusively by the Client and for the Client’s own account and risk.
4. The Contractor may engage third parties in connection with the performance of the Engagement.
5. The Client shall provide all information and cooperation necessary for proper performance of the Engagement in a timely manner. Additional costs and delays caused by the Client shall be borne by the Client.
Article 5 – Relationship of Authority
1. The Professional shall perform the Engagement as an independent contractor. The Client shall refrain from any actions that would create a relationship of authority or subordination within the meaning of employment law.
2. The Client shall determine the “what” — the objectives and parameters of the Engagement — while the Contractor shall determine the “how” — the working methods and organisation of the performance of the Engagement.
Article 6 – Confidentiality
1. The parties shall keep all confidential information confidential during the term of the agreement and for a period of one year following its termination.
2. The Contractor shall not be deemed to be in breach of its confidentiality obligations when engaging in confidential consultation with its own employees or Professionals associated with the Contractor.
3. The Contractor may, for the purpose of illustrating its experience, make general statements regarding the nature of the Engagement, provided that such statements cannot be traced back to the Client.
4. In the event of a breach by the Client of its confidentiality obligations, the Client shall forfeit an immediately payable penalty of EUR 5,000 for each breach and EUR 1,000 for each day during which the breach continues, without prejudice to the Contractor’s right to claim additional damages.
Article 7 – Privacy
1. The Contractor shall process personal data in accordance with the General Data Protection Regulation (GDPR).
2. Further information is set out in the Contractor’s privacy statement.
Article 8 – Intellectual Property
1. All intellectual property rights in methodologies, models, reports, templates and other products developed or used by the Contractor shall remain vested in the Contractor.
2. The Client shall receive a non-exclusive and non-transferable right of use for internal purposes consistent with the purpose of the Engagement.
3. The Client may share such products with its directors, supervisory directors, shareholders, financiers and professional advisers insofar as reasonably necessary in connection with the purpose of the Engagement, provided that such information is treated confidentially.
Article 9 – Software, Artificial Intelligence and Electronic Communications
1. The Contractor uses modern software, cloud-based solutions and artificial intelligence systems in support of the Services. The Contractor shall remain responsible for the professional assessment of the output generated by such systems.
2. Neither party shall be liable to the other for loss or damage resulting from the use of electronic means of communication, including loss or damage caused by messages not being received or being received incompletely, delays, interception, manipulation or viruses, except in the event of wilful misconduct or gross negligence.
Article 10 – Fees and Costs
1. The fee shall be determined on the basis of the rate agreed in the engagement letter, whether on an hourly basis, as a fixed fee, as a subscription or as a combination thereof.
2. Rates may be indexed annually with effect from 1 January.
3. All amounts are exclusive of VAT and expenses.
4. Unless otherwise agreed, the Contractor shall invoice monthly in arrears based on hours worked.
5. Where an indicative fee or estimate has been provided, the Contractor may exceed such amount by up to 10% without prior notification. If the expected deviation exceeds 10%, the Client shall be informed in advance.
Article 11 – Invoicing and Payment
1. Invoices must be paid within 14 days of the invoice date, without any right of deduction, discount, suspension or set-off.
2. If the payment term is exceeded, the Client shall automatically be in default without any further notice of default being required and shall owe statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code.
3. Extrajudicial collection costs shall amount to 15% of the principal amount due, subject to a minimum of EUR 500.
4. In the event of overdue payment, the Contractor shall be entitled to suspend performance of the Engagement immediately without being liable for any consequences resulting therefrom.
5. If the Client prevents the Engagement from being performed due to a failure to provide the necessary cooperation, the Client’s payment obligations shall remain in full force and effect.
Article 12 – Liability
1. Any liability of the Contractor for indirect loss or damage is excluded, including consequential loss, loss of profit, loss of savings, reputational damage and loss resulting from business interruption.
2. Any liability of the Contractor shall be limited to the amount actually paid out in the relevant case under the applicable professional liability insurance policy, increased by the applicable deductible.
3. If no payment is made under the insurance policy, liability shall be limited to the fees invoiced by the Contractor in respect of the relevant Engagement during the preceding six months, subject to an absolute maximum of EUR 150,000.
4. Any personal liability of directors, Professionals and employees of the Contractor, on whatever legal basis, is excluded, except in the event of wilful misconduct or deliberate recklessness on the part of the person concerned.
5. The limitations set out in this Article shall not apply in the event of wilful misconduct or deliberate recklessness on the part of the Contractor itself.
6. The Client shall indemnify and hold harmless the Contractor against claims by third parties relating to the Engagement, unless such claim results from wilful misconduct or deliberate recklessness on the part of the Contractor.
Article 13 – Directors’ and Officers’ Liability Insurance
1. Where, as part of the Engagement, the Contractor provides services that may, in whole or in part, be regarded as managing, directing or jointly managing the Client, including acting in an interim executive capacity or performing a CFO function, the Client shall be required to take out and maintain adequate directors’ and officers’ liability insurance (D&O insurance) that also provides coverage for the Professional engaged by the Contractor. The Client shall provide evidence of such coverage upon first request.
Article 14 – Limitation Period
1. Any legal claim by the Client shall lapse twelve months after the date on which the Client became aware, or reasonably should have become aware, of the loss or damage.
Article 15 – Termination and Notice
1. The Client may terminate the Engagement at any time subject to a notice period of 30 calendar days.
2. In the event of termination by the Client, the Client shall remain liable for the fees relating to hours worked and expenses incurred, together with compensation in respect of the notice period amounting to at least 80% of the average monthly amount invoiced during the three months preceding termination.
3. The Contractor may terminate the agreement with immediate effect in the event of non-payment, integrity risks, insufficient cooperation or conflict with applicable laws or regulations.
4. Upon termination by the Contractor, the Contractor shall cooperate with an orderly transfer of the Engagement, provided that all outstanding invoices have been paid.
Article 16 – Non-Solicitation
1. During the term of the Engagement and for a period of twelve months thereafter, the Client shall not employ, offer employment to, engage, or otherwise directly or indirectly arrange for any Professional or employee of the Contractor to perform services for the Client.
2. In the event of a breach, the Client shall owe an immediately payable penalty equal to 100% of the annual salary of the person concerned, including bonuses and other emoluments, without prejudice to the Contractor’s right to claim additional damages.
Article 17 – Force Majeure
1. The Contractor shall not be liable for any failure to perform resulting from force majeure, including illness of the Professional, power outages, IT failures, ransomware, work stoppages and failures by third parties.
2. If the force majeure situation continues for more than 30 calendar days, either party may terminate the agreement in writing. The Contractor shall remain entitled to payment for Services already performed.
Article 18 – Governing Law and Disputes
1. All agreements shall be governed exclusively by Dutch law.
2. Any dispute shall be submitted to the competent court in the judicial district of Noord-Holland, the Netherlands.
Article 19 – Final Provisions
1. If any provision of these General Terms and Conditions is found to be null and 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 purpose and intent of the original provision as closely as possible.
2. The Contractor shall be entitled to amend these General Terms and Conditions. Amended terms and conditions shall apply to new and follow-up engagements after they have been communicated to the Client.