Terms and Conditions
General Terms and Conditions Ecompliance (“Terms”)
These Terms apply to all offers, Quotes, Agreements and other (legal) acts between O - Services B.V., trading under the name Ecompliance, established at De Corridor 14j, 3621 ZB Breukelen, registered with the Chamber of Commerce under number 93863047 (“ Ecompliance”), and every natural person or legal entity acting in the exercise of a profession or business (“ Client”) , hereinafter collectively referred to as “Parties” or individually as “Party”. Ecompliance explicitly rejects any general (purchasing) terms and conditions of Client. Parties can only deviate from these Terms in writing.
These Terms were last updated on: 13 July 2026
1. Definitions
1.1. In these Terms, the capitalised words have the following meanings:
Practitioner: the natural person who actually performs the substantive work for the Client on behalf of the Third Party. Ecompliance records the identity, role and function of the Practitioner per Assignment in the Quote.
Third Party: the specialised third party engaged by Ecompliance who performs the substantive work for the Client. The Practitioner is employed by this Third Party. Ecompliance records the identity of the Third Party per Assignment in the Quote.
Services: all work and performances that Ecompliance performs or will perform for the Client, including the intake, guidance, coordination, project management, advice in the field of e-commerce and the facilitation and direction of the substantive work of the Third Party for the benefit of the Client.
Fee: the fee owed by the Client to Ecompliance for the Services and Additional Work, as set out in the Quote. The Fee may consist of a fixed price, an hourly rate, a consultancy or project fee, a combination thereof or another fee agreed between the Parties.
IP Rights: all existing or future intellectual property rights (including patents, utility models, registered and unregistered designs, copyrights, trademarks, domain names, trade secrets, know-how and other rights in confidential information, software rights or database rights), including all registrations, applications, renewals and extensions thereof, as well as all rights to bring a lawsuit for infringement or misuse thereof.
Additional Work: all work and deliveries that do not form part of the Assignment described in the Quote.
Quote: the offer made by Ecompliance to the Client for the provision of Services, in which Ecompliance, among other things, defines the Assignment, the Third Party, the Practitioner, the price model and the rates.
Assignment: the assignment provided by the Client to Ecompliance for the delivery of Services, as described in the Quote.
Agreement: any agreement between Ecompliance and the Client regarding the delivery of Services, including the Quote, these Terms and all attachments, additions and Written amendments agreed upon.
Force Majeure: any circumstance beyond the control of Ecompliance which permanently or temporarily prevents or unreasonably hinders its performance of the Agreement, including war, strikes, fire, accident or illness of staff or of the Practitioner, business interruptions, government measures, disruptive statutory provisions, import or export restrictions, late or improper performance by suppliers, interruptions in IT or cloud services, and other circumstances that cannot reasonably be attributed to Ecompliance.
Result: the output of the Services delivered to the Client, including advice, memos, documents, templates, concepts, analyses and other documents prepared by or on behalf of Ecompliance or the Third Party.
Written/In Writing: by registered post or email, sent to the usual contact addresses of the Parties.
2. Formation of the Agreement
2.1. Quotes from Ecompliance are without obligation and are valid for 1 month after the date of issue, unless the Quote states otherwise. Ecompliance may withdraw a Quote up to the moment it has received acceptance by the Client.
2.2. If a Quote contains an obvious clerical error or mistake, the Client cannot derive any rights from it and Ecompliance is not bound by that Quote.
2.3. The Agreement is concluded at the moment the Client accepts the Quote, or failing that, at the moment Ecompliance actually begins executing the Services. If the Client fails to provide an explicit confirmation but does agree to Ecompliance commencing, the Agreement is deemed concluded in accordance with the Quote and these Terms.
2.4. If several persons conclude the Agreement on the Client's side, each of them is jointly and severally liable for the fulfillment of all obligations under the Agreement.
3. Execution of the Agreement
3.1. Ecompliance performs the Services carefully and independently, as a reasonable and professionally acting service provider does. Ecompliance is subject only to an obligation of effort and not an obligation of result. Ecompliance does not guarantee that the Services will lead to the legal, tax, commercial, financial, procedural or other result intended by the Client.
3.2. The substantive work within the Assignment is performed by the Third Party. Ecompliance itself does not provide legal assistance or other services reserved for the Third Party, but facilitates, coordinates and guides the execution of the Assignment. Ecompliance remains the point of contact for the Client.
3.3. Ecompliance determines how and by which persons it performs the Services. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is explicitly excluded.
3.4. Terms, schedules and delivery dates mentioned by Ecompliance are always indicative and never firm deadlines. The Client is not entitled to compensation, suspension, discount or dissolution if Ecompliance exceeds a deadline. In the event of an (imminent) overrun of a deadline, the Parties will consult to take appropriate measures.
3.5. The planning and execution of the Services are partly dependent on the timely and complete provision of information by the Client and on the availability of the Third Party.
3.6. Ecompliance executes the Assignment solely for the benefit of the Client. Third parties cannot derive any rights from the Assignment, the Services or the Result.
4. Services of Third Parties
4.1. The Client is aware of and agrees that Ecompliance engages a specialised Third Party for the substantive work. Ecompliance engages the Third Party in its own name. No independent agreement is concluded between the Client and the Third Party as a result of this engagement.
4.2. Ecompliance records the Third Party engaged for the Assignment, the Practitioner and their role or function in the Quote. Ecompliance may change or replace the Third Party and the Practitioner during the Assignment, provided this fits within the purpose of the Assignment. Ecompliance will inform the Client about any change. The Client cannot derive any right to compensation, suspension or dissolution from a change.
4.3. The Third Party performs the substantive analysis, research, advisory work and assessment of documents as far as this falls within the Assignment. Ecompliance does not guarantee the substantive accuracy, completeness or outcome of the work and advice of the Third Party, except to the extent that mandatory law prescribes otherwise.
4.4. Ecompliance may engage additional third parties besides the Third Party for the execution of the Agreement. It will discuss this in advance with the Client, unless urgency or the nature of the work reasonably prevents this.
4.5. The Client will not engage a third party for the same Assignment without the prior Written consent of Ecompliance, if this can affect the execution by Ecompliance or the Third Party.
5. Obligations of the Client
5.1. The Client will provide Ecompliance and the Third Party in a timely manner with all information, documents, data, correspondence, contracts, screenshots, evidence and other documents that they reasonably need, or which the Client knows or ought to know are needed.
5.2. The Client guarantees that all information and access provided by or on behalf of him as referred to in paragraph 5.1 is complete and correct. Ecompliance and the Third Party may assume the accuracy, completeness and currency of the information and access provided by or on behalf of the Client.
5.3. If the Client provides incorrect, incomplete, misleading, outdated or late information and access, the consequences thereof are entirely at the expense and risk of the Client.
6. Complaints
6.1. The Client must check the Result immediately upon receipt and report complaints and defects about the Result in Writing and with substantiation as quickly as possible, but in any case within 14 calendar days after receipt. If the Client fails to perform the check or does not report a defect in time, the Result is deemed fully accepted. A complaint does not suspend the Client's payment obligation.
6.2. If a complaint about the Result is justified, Ecompliance will offer the Client, at its own choice and as the sole and exclusive remedy, the opportunity to repair the defect within a reasonable term or to perform the relevant work again. The liability of Ecompliance remains limited in accordance with Article 13.
7. Prices; Fee
7.1. The Fee and other costs are in Euros, excluding VAT and other taxes, levies and additional costs.
7.2. Ecompliance records in the Quote which price model applies per Assignment. Ecompliance uses the following price models:
a) fixed job: the Fee consists of a fixed price for the described Assignment;
b) flex job: the Fee is determined based on subsequent calculation at the agreed hourly rate;
c) combination: the Fee consists of a fixed price for a defined part of the Assignment, supplemented by subsequent calculation at the agreed hourly rate for the remaining part.
7.3. If an hourly rate or subsequent calculation has been agreed for the Assignment and the execution of the Services lasts longer than twelve months, Ecompliance may index the agreed hourly rate once a year per 1 January based on the services price index (DPI, reference year 2021 = 100) of the previous calendar year, as published by the CBS. The Client may not terminate the Agreement due to such indexation.
7.4. If a fixed price has been agreed for the Assignment, that fixed price applies.
Ecompliance may increase this price in the event of unforeseen cost increases resulting from legal obligations, changes in laws or regulations, increases in rates of the Third Party, wage costs or other circumstances that could not reasonably have been foreseen when concluding the Agreement. Ecompliance will inform the Client about such an increase as soon as possible. In that case, the Client has no right to dissolution or compensation.
8. Payment and Suspension
8.1. Ecompliance invoices in the manner specified in the Quote.
8.2. Ecompliance may require the Client to make an advance payment before it starts or continues with the execution of the Services.
8.3. The Client must pay invoices from Ecompliance within 14 calendar days from the invoice date, without deduction, discount, suspension or set-off.
8.4. The Client must report objections to an invoice in Writing and with substantiation to Ecompliance within 14 calendar days from the invoice date. After this term, any right of the Client to dispute the invoice and the work and costs stated on it expires and the invoice is deemed fully accepted. An objection by the Client does not suspend the Client's payment obligation.
8.5. If the Client does not pay or does not pay on time, the Client is immediately in default without a notice of default being required, and all claims of Ecompliance on the Client become immediately due and payable. From the due date, the Client owes the statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code. In addition, Ecompliance will charge extrajudicial collection costs with a minimum of 15% of the outstanding amount and a minimum of € 950. If the Client remains in default even after demand, he will furthermore reimburse all costs Ecompliance incurs to obtain payment, including costs of legal assistance and litigation costs, insofar as these do not already fall under the extrajudicial collection costs.
8.6. Ecompliance may suspend the execution of the Agreement in whole or in part if the Client does not meet a requested advance payment or an overdue invoice, does not provide the necessary information on time or completely, or otherwise fails in the performance of the Agreement. Ecompliance is not liable for damage resulting from such suspension.
9. Amendment of Agreement; Additional Work
9.1. Ecompliance may propose an amendment to the Agreement if this is necessary for a proper execution of the Agreement. If a proposed amendment has consequences for the Fee, the delivery time or other matters important for the execution, Ecompliance will inform the Client of this as soon as possible.
9.2. Except for amendments that are necessary as a result of (i) changes in applicable laws, regulations or standards, (ii) incorrect or incomplete instructions or information from the Client, or (iii) acting in violation of the Agreement by the Client, the Client's agreement is required for amendments to the Agreement.
9.3. If Ecompliance has to perform more or other work due to the non-timely or incomplete delivery of information, due to an amended or incorrect assignment or instruction from the Client, or due to external circumstances, it may charge this work as Additional Work against the agreed Fee to the Client.
9.4. Ecompliance will inform the Client as soon as possible in advance about the consequences of Additional Work.
9.5. The Client may not cancel or dissolve the Agreement because Additional Work is needed or because Ecompliance asks for Additional Work.
10. IP Rights
10.1. All IP Rights resulting from the Agreement or resting on the Result belong to Ecompliance, the Third Party or their licensors. If the Client has fulfilled all his obligations under the Agreement, Ecompliance grants the Client a non-exclusive, non-transferable licence to use the Result within his own business and solely for the purpose for which the Result was provided.
10.2. The Client may not sell, publish, commercially exploit, reproduce, modify or make the Result available to third parties without the prior Written consent of Ecompliance, except to the extent necessary for internal use or required by law.
10.3. If the Client uses the Result in an unagreed manner, any right of use granted to the Client expires and Ecompliance is entitled to reasonable compensation for infringement of its rights, without prejudice to its other rights.
10.4. If the Client delivers materials or works subject to IP Rights, the Client guarantees that he is allowed to use them and that Ecompliance and the Third Party are allowed to use them for the execution of the Agreement. The Client fully indemnifies Ecompliance and the Third Party against claims from third parties regarding a (presumed) infringement of IP Rights.
11. Confidentiality
11.1. The Parties will keep confidential all confidential information they receive from each other or from other sources and only use it for the execution of the Agreement, unless a statutory obligation, a court order or a request from a competent authority obliges disclosure. Information of which a Party knows or should reasonably understand that disclosure could harm the other Party is deemed confidential.
11.2. The confidentiality obligation also applies to the Third Party, the Practitioner and other persons involved in the Assignment. Each Party will take at least the same protection measures as it takes for its own confidential information.
12. Processing of Personal Data
12.1. The Parties process personal data in accordance with Regulation (EU) 2016/679 (GDPR), including all national laws and regulations based on or related to it. If necessary, the Parties will conclude a data processing agreement.
12.2. If regulations change and adaptation of the Agreement is necessary, the Parties will consult timely about new agreements. These agreements will align as much as possible with the intention of the original Agreement.
13. Guarantees, Indemnity and Liability
13.1. These Terms contain the only ways in which the Client can hold Ecompliance liable. They also determine the complete liability of Ecompliance if it fails to fulfill a guarantee, promise or obligation regarding the Services, both on the grounds of breach of contract and extra-contractual liability.
13.2. Ecompliance does not guarantee that advice, documents or recommendations will be accepted or followed by third parties, including counter-parties, regulators, banks, payment providers, platforms, the Tax Authorities or judicial bodies.
13.3. The Client remains responsible for the decisions he takes based on the Services or the Result and for the implementation and application thereof. Ecompliance does not have to update advice or documents after delivery.
13.4. Ecompliance is only liable for direct damage that is the direct result of an attributable failure in the performance of the Agreement. Ecompliance is not liable for indirect damage, including consequential damage, lost profits, missed savings and reputational damage, nor for damage due to Force Majeure, or due to not, incorrectly or incompletely following instructions or advice by the Client.
13.5. If Ecompliance is nevertheless liable despite the foregoing, its liability is limited to the amount its liability insurance pays out in the relevant case. If the insurer does not pay out, Ecompliance's liability is limited to a maximum of the amount Ecompliance invoiced to the Client for (the part of) the relevant Agreement to which the damaging event relates.
13.6. Ecompliance is only liable after the Client has put it in default in Writing, with a clear and detailed description of the failure, and Ecompliance continues to fail even after a reasonable term for recovery.
13.7. The Client must report a claim for damages against Ecompliance in Writing and with substantiation within 14 calendar days after the damage is discovered by the Client, and institute a related legal claim within 12 months after that report. If the Client fails to do so, the claim expires. The foregoing does not affect the complaint term of Article 6.
13.8. The Client cannot address the Third Party and the Practitioner directly. For the substantive work of the Third Party, the Client solely addresses Ecompliance, taking into account the exclusions and limitations in this Article
13. The Third Party and the Practitioner are not liable to the Client for any damage, on whatever grounds, whether resulting from breach of contract, tort or otherwise, except to the extent mandatory law prescribes otherwise.
13.9. All exclusions, limitations and indemnities that apply in these Terms for the benefit of Ecompliance apply to the same extent and directly for the benefit of the Third Party, the Practitioner and other persons engaged by them or by Ecompliance. The Third Party and the Practitioner can invoke all these provisions directly against the Client, as if they were a party to these Terms themselves.
13.10. The Client indemnifies Ecompliance, the Third Party and the Practitioner against all claims from third parties arising from or related to the execution of the Agreement, the substantive work, the Result or the use thereof, insofar as the cause thereof cannot be attributed to the party addressed. The Client reimburses the resulting damage and costs, including costs of legal assistance, upon first request.
13.11. Paragraphs 13.8 to 13.10 serve as an irrevocable third-party clause within the meaning of Article 6:253 of the Dutch Civil Code for the benefit of the Third Party and the Practitioner, which the Client accepts upon entering into the Agreement. The Client cannot revoke or modify this clause, and it remains in force even after the end of the Agreement.
13.12. Without prejudice to Article 10.4, the exclusions, limitations and indemnities in this Article do not apply to the extent the damage is the result of intent or deliberate recklessness of Ecompliance or its managers.
14. Force Majeure
14.1. If Ecompliance cannot fulfill its obligations due to Force Majeure, it may suspend the execution of the Agreement or dissolve the Agreement in whole or in part. The Client is then not entitled to compensation, costs or interest.
14.2. If the Force Majeure lasts longer than 5 months, each Party may dissolve the unexecuted part of the Agreement in Writing, without obligation for compensation.
14.3. If Ecompliance has already partially fulfilled its obligations at the onset of the Force Majeure, or can still partially fulfill them, it may invoice this part separately.
15. Duration and Termination of the Agreement
15.1. The Agreement is valid for the duration stated in the Quote. If the Assignment concerns a defined assignment for a fixed price, the Client cannot terminate it prematurely. If the Assignment concerns work based on an hourly rate or subsequent calculation, the Client may terminate the Assignment in Writing with immediate effect.
15.2. Ecompliance may dissolve or terminate the Agreement in whole or in part with immediate effect if the Client fails to fulfill his obligations under the Agreement, or if continuation of the Assignment cannot reasonably be expected of Ecompliance.
15.3. Either Party may terminate the Agreement in Writing with immediate effect, without obligation for compensation, if the other Party is granted a suspension of payments, bankruptcy is applied for the other Party, or the other Party is declared bankrupt.
15.4. Upon termination of the Agreement, the work already performed, costs incurred, scheduled work that cannot be cancelled free of charge, and costs of the Third Party and other engaged third parties remain fully payable to Ecompliance. If the Agreement ends due to a failure by the Client, the Client will compensate the damage Ecompliance suffers as a result.
16. Miscellaneous Provisions
16.1. The Client may not transfer rights or obligations under the Agreement to a third party without the prior Written consent of Ecompliance. A transfer without this consent is void.
16.2. Amendments and additions to the Agreement are only valid if the Parties have explicitly agreed upon them in Writing. Verbal promises or agreements only bind Ecompliance if it has confirmed them in Writing.
16.3. Ecompliance may amend or supplement these General Terms and Conditions. In case of substantive amendments, it will inform the Client at least 30 calendar days before the amendment takes effect. If the Client does not agree with the amendment, he may terminate the Agreement in Writing from the moment the amendment takes effect.
16.4. If the Agreement and these Terms deviate from each other, these Terms prevail.
16.5. Provisions that by their nature are intended to remain in force after the end of the Agreement, including the provisions on intellectual property, confidentiality, guarantees, indemnity and liability and applicable law, remain in force.
16.6. If a provision of these Terms is entirely or partially void or is annulled, the remaining provisions remain applicable. The Parties will then consult on a new provision that aligns as much as possible with the purpose and scope of the original provision.
16.7. The Agreement and these Terms together form the complete agreement between the Parties regarding the subjects therein. Previous agreements, declarations or promises expire.
17. Applicable Law and Competent Court
17.1. These Terms and all Agreements between the Parties are exclusively governed by Dutch law.
17.2. The Parties will first try to resolve a dispute through mutual consultation. If no solution is reached, the Amsterdam district court is exclusively authorised to hear the dispute, unless mandatory law prescribes otherwise.
