Ecompliance General Terms and Conditions (“Terms”)
These Terms apply to all offers, Quotes, Agreements and other (legal) acts between O-Services B.V., trading as Ecompliance, located at De Corridor 14j, 3621 ZB Breukelen, registered with the Dutch Chamber of Commerce under number 93863047 (“Ecompliance”), and any natural person or legal entity acting in the course of a profession or business (“Client”), hereinafter jointly referred to as “Parties” or individually as “Party”. Ecompliance expressly rejects any general (purchasing) terms of the Client. Parties may only deviate from these Terms in writing.
These Terms were last amended on: 13 July 2026
1. Definitions
1.1. In these Terms, the capitalised terms have the following meaning:
Handler: the natural person who, on behalf of the Third Party, actually carries out the substantive work for the Client. Ecompliance records the identity, role and function of the Handler per Assignment in the Quote.
Third Party: the specialised third party engaged by Ecompliance who carries out the substantive work for the Client. The Handler works for this Third Party. Ecompliance records the identity of the Third Party per Assignment in the Quote.
Services: all work and performances that Ecompliance carries out or will carry out for the Client, including intake, guidance, coordination, project management, e-commerce advice, and facilitating and directing the substantive work of the Third Party on behalf of the Client.
Fee: the compensation 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 to confidential information, software rights or database rights), including all registrations, applications, renewals and extensions thereof, as well as all rights to bring legal action for infringement or misuse thereof.
Additional Work: all work and deliverables that are not part of the Assignment described in the Quote.
Quote: the offer made by Ecompliance to the Client to provide Services, in which Ecompliance sets out, among other things, the Assignment, the Third Party, the Handler, the pricing model and the rates.
Assignment: the assignment given by the Client to Ecompliance to provide Services, as described in the Quote.
Agreement: any arrangement between Ecompliance and the Client regarding the provision of Services, including the Quote, these Terms and all appendices, additions and changes agreed in Writing.
Force Majeure: any circumstance beyond Ecompliance’s control as a result of which it is permanently or temporarily unable, or not reasonably able, to perform the Agreement, including war, strikes, fire, accident or illness of staff or of the Handler, business disruptions, government measures, restrictive statutory provisions, import or export restrictions, late or improper performance by suppliers, disruptions 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, models, concepts, analyses and other materials prepared by or on behalf of Ecompliance or the Third Party.
Writing/Written: by registered mail or email, sent to the usual contact addresses of the Parties.
2. Formation of the Agreement
2.1. Quotes from Ecompliance are non-binding and are valid for 1 month from the date of issue, unless the Quote states otherwise. Ecompliance may withdraw a Quote until the moment it has received the Client’s acceptance.
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 comes into existence at the moment the Client accepts the Quote, or, failing that, at the moment Ecompliance actually starts performing the Services. If the Client does not provide explicit confirmation but does agree to Ecompliance starting, the Agreement is deemed to have been concluded in accordance with the Quote and these Terms.
2.4. If multiple persons on the Client’s side enter into the Agreement, each of them is jointly and severally liable for the performance of all obligations under the Agreement.
3. Performance of the Agreement
3.1. Ecompliance performs the Services carefully and independently, as a reasonably and professionally acting service provider would. Ecompliance only has a best-efforts obligation and not an obligation to achieve a 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 carried out 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 performance of the Assignment. Ecompliance remains the Client’s point of contact.
3.3. Ecompliance determines how and by which persons it performs the Services. The applicability of Sections 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is expressly excluded.
3.4. Deadlines, schedules and delivery dates mentioned by Ecompliance are always indicative and never a strict deadline. The Client has no right to compensation, suspension, discount or termination if Ecompliance exceeds a deadline. In the event of a (threatened) delay, the Parties will consult to take appropriate measures.
3.5. The planning and performance of the Services also depend on the timely and complete provision of information by the Client and on the availability of the Third Party.
3.6. Ecompliance performs 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 by 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. This engagement does not create an independent agreement between the Client and the Third Party.
4.2. Ecompliance records the Third Party engaged for the Assignment, the Handler and their role or function in the Quote. Ecompliance may change or replace the Third Party and the Handler during the Assignment, provided this fits within the purpose of the Assignment. Ecompliance will inform the Client of any change. The Client cannot derive any right to compensation, suspension or termination from such a change.
4.3. The Third Party carries out the substantive analysis, research, advisory work and review of documents insofar as this falls within the Assignment. Ecompliance is not responsible for the substantive accuracy, completeness or outcome of the Third Party’s work and advice, except insofar as mandatory law provides otherwise.
4.4. Ecompliance may engage additional third parties, in addition to the Third Party, to perform the Agreement. It will discuss this with the Client in advance, unless urgency or the nature of the work reasonably prevents this.
4.5. The Client will not, without Ecompliance’s prior Written consent, engage a third party for the same Assignment if this could affect the performance by Ecompliance or the Third Party.
5. Client’s Obligations
5.1. The Client will provide Ecompliance and the Third Party, in good time, with all information, documents, data, correspondence, contracts, screenshots, evidence and other materials that they reasonably need, or that the Client knows or should know are needed.
5.2. The Client warrants that all information and access provided by or on behalf of it, as referred to in section 5.1, is complete and accurate. Ecompliance and the Third Party may rely on the accuracy, completeness and timeliness 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 for the account and risk of the Client.
6. Complaints
6.1. The Client will inspect the Result immediately upon receipt and report complaints and defects regarding the Result in Writing and with reasons as soon as possible, but in any case within 14 calendar days of receipt. If the Client fails to inspect or fails to report a defect in time, the Result is deemed to have been fully accepted. A complaint does not suspend the Client’s payment obligation.
6.2. If a complaint regarding the Result is well-founded, Ecompliance will offer the Client, at its own discretion and as the sole and exclusive remedy, the opportunity to remedy the defect within a reasonable period or to re-perform the relevant work. Ecompliance’s liability remains limited in accordance with article 13.
7. Prices; Fee
7.1. The Fee and other costs are in euros, exclusive of VAT and other taxes, levies and incidental costs.
7.2. Ecompliance sets out in the Quote, per Assignment, which pricing model applies. Ecompliance uses the following pricing models:
fixed job: the Fee consists of a fixed price for the described Assignment;
flex job: the Fee is determined on the basis of time actually spent, at the agreed hourly rate;
combination: the Fee consists of a fixed price for a described part of the Assignment, supplemented by time actually spent, at the agreed hourly rate, for the remaining part.
7.3. If an hourly rate or time-based billing has been agreed for the Assignment and the performance of the Services lasts longer than twelve months, Ecompliance may index the agreed hourly rate once a year, as of 1 January, based on the services price index (DPI, reference year 2021 = 100) of the preceding calendar year, as published by Statistics Netherlands (CBS). The Client may not terminate the Agreement because of 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 as a result of statutory obligations, changes in laws or regulations, increases in the Third Party’s rates, labour costs or other circumstances that could not reasonably have been foreseen when the Agreement was concluded. Ecompliance will inform the Client of such an increase as soon as possible. In that case, the Client has no right to termination or compensation.
8. Payment and Suspension
8.1. Ecompliance will invoice in the manner stated in the Quote.
8.2. Ecompliance may require the Client to make an advance payment before it starts or continues performing the Services.
8.3. The Client will pay Ecompliance’s invoices within 14 calendar days of the invoice date, without deduction, discount, suspension or set-off.
8.4. The Client will report objections to an invoice in Writing and with reasons within 14 calendar days of the invoice date to Ecompliance. After this period, the Client’s right to dispute the invoice and the work and costs stated on it lapses, and the invoice is deemed to have been fully accepted. An objection by the Client does not suspend the Client’s payment obligation.
8.5. If the Client fails to pay, or fails to pay on time, the Client is immediately in default without any notice of default being required, and all of Ecompliance’s claims against the Client become immediately due and payable. From the due date, the Client owes the statutory commercial interest referred to in Section 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 after being given notice, it will also compensate all costs Ecompliance incurs in obtaining payment, including legal costs and costs of proceedings, insofar as these are not already included in the extrajudicial collection costs.
8.6. Ecompliance may fully or partially suspend the performance of the Agreement if the Client fails to pay a requested advance payment or a due invoice, fails to provide the necessary information in time or in full, or otherwise fails to comply with the Agreement. Ecompliance is not liable for damage resulting from such suspension.
9. Changes to the Agreement; Additional Work
9.1. Ecompliance may propose a change to the Agreement if this is necessary for the proper performance of the Agreement. If a proposed change has consequences for the Fee, the delivery time or other matters that are important for the performance, Ecompliance will inform the Client of this as soon as possible.
9.2. Except for changes 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) the Client acting in breach of the Agreement, the Client’s consent is required for changes to the Agreement.
9.3. If Ecompliance has to carry out more or different work due to the late or incomplete provision of information, a changed or incorrect assignment or instruction from the Client, or external circumstances, it may charge this work to the Client as Additional Work at the agreed Fee.
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 terminate or dissolve the Agreement because Additional Work is necessary or because Ecompliance requests Additional Work.
10. IP Rights
10.1. All IP Rights arising from the Agreement or vested in the Result belong to Ecompliance, the Third Party or their licensors. If the Client has fulfilled all its obligations under the Agreement, Ecompliance grants the Client a non-exclusive, non-transferable licence to use the Result within its 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 Ecompliance’s prior Written consent, except insofar as necessary for internal use or legally required.
10.3. If the Client uses the Result in a manner not agreed upon, any right of use granted to the Client lapses, and Ecompliance is entitled to reasonable compensation for infringement of its rights, without prejudice to its other rights.
10.4. If the Client provides materials or works subject to IP Rights, the Client warrants that it is entitled to use them and that Ecompliance and the Third Party may use them for the performance of the Agreement. The Client fully indemnifies Ecompliance and the Third Party against claims by third parties regarding an (alleged) 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 will only use it for the performance of the Agreement, unless a statutory obligation, a court order or a request from a competent authority requires disclosure. Information is considered confidential if a Party knows, or should reasonably understand, that disclosure could harm the other Party.
11.2. The confidentiality obligation also applies to the Third Party, the Handler and other persons involved in the Assignment. Each Party will take at least the same protective 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 enter into a data processing agreement.
12.2. If regulations change and an adjustment of the Agreement is necessary, the Parties will consult in good time about new arrangements. These arrangements will align as closely as possible with the intent of the original Agreement.
13. Warranties, Indemnification and Liability
13.1. These Terms contain the only means by which the Client can hold Ecompliance liable. They also determine Ecompliance’s full liability if it fails to fulfil a warranty, undertaking or obligation regarding the Services, whether on the basis of breach of contract or tort.
13.2. Ecompliance does not guarantee that advice, documents or recommendations will be accepted or followed by third parties, including counterparties, regulators, banks, payment providers, platforms, the Dutch Tax Authority or courts.
13.3. The Client remains solely responsible for the decisions it makes based on the Services or the Result, and for the implementation and application thereof. Ecompliance is not required to update advice or documents after delivery.
13.4. Ecompliance is only liable for direct damage that is the direct result of a failure attributable to it in the performance of the Agreement. Ecompliance is not liable for indirect damage, including consequential damage, loss of profit, missed savings and reputational damage, nor for damage caused by Force Majeure or by the Client’s failure to follow, or incorrect or incomplete following of, instructions or advice.
13.5. If Ecompliance is nevertheless liable despite the foregoing, its liability is limited to the amount paid out by its liability insurance in the relevant case. If the insurer does not pay out, Ecompliance’s liability is limited to a maximum of the amount Ecompliance has invoiced the Client for (the part of) the relevant Agreement to which the damage-causing event relates.
13.6. Ecompliance is only liable after the Client has given it Written notice of default, with a clear and detailed description of the failure, and Ecompliance still fails to remedy the situation after a reasonable period for recovery.
13.7. The Client will report a claim for damages against Ecompliance in Writing and with reasons within 14 calendar days after the damage is discovered by the Client, and will initiate a related legal claim within 12 months after that notification. If the Client fails to do so, the claim lapses. The foregoing does not affect the complaint period set out in article 6.
13.8. The Client cannot hold the Third Party or the Handler directly liable. For the substantive work of the Third Party, the Client will address only Ecompliance, subject to the exclusions and limitations in this article 13. The Third Party and the Handler are not liable to the Client for any damage whatsoever, whether arising from breach of contract, tort or otherwise, except insofar as mandatory law provides otherwise.
13.9. All exclusions, limitations and indemnifications that apply in these Terms for the benefit of Ecompliance apply equally and directly for the benefit of the Third Party, the Handler and other persons engaged by them or by Ecompliance. The Third Party and the Handler may invoke all these provisions directly against the Client, as if they themselves were a party to these Terms.
13.10. The Client indemnifies Ecompliance, the Third Party and the Handler against all claims by third parties arising from or related to the performance of the Agreement, the substantive work, the Result or the use thereof, insofar as the cause thereof cannot be attributed to the party being held liable. The Client will compensate the resulting damage and costs, including legal costs, upon first request.
13.11. Sections 13.8 through 13.10 constitute an irrevocable third-party clause within the meaning of Section 6:253 of the Dutch Civil Code for the benefit of the Third Party and the Handler, which the Client accepts upon entering into the Agreement. The Client cannot revoke or amend this clause, and it remains in effect even after the Agreement ends.
13.12. Without prejudice to article 10.4, the exclusions, limitations and indemnifications in this article do not apply insofar as the damage is the result of intent or wilful recklessness on the part of Ecompliance or its management.
14. Force Majeure
14.1. If Ecompliance cannot fulfil its obligations due to Force Majeure, it may suspend the performance of the Agreement or dissolve the Agreement in whole or in part. The Client then has no right to compensation, costs or interest.
14.2. If the Force Majeure lasts longer than 5 months, either Party may dissolve, in Writing, the part of the Agreement not yet performed, without any obligation to pay compensation.
14.3. If Ecompliance has already partially fulfilled its obligations at the time the Force Majeure occurs, or can still partially fulfil them, it may invoice this part separately.
15. Duration and Termination of the Agreement
15.1. The Agreement applies for the duration stated in the Quote. If the Assignment concerns a clearly defined assignment for a fixed price, the Client cannot terminate it prematurely. If the Assignment concerns work on the basis of an hourly rate or time-based billing, 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 fulfil its obligations under the Agreement, or if continuation of the Assignment cannot reasonably be required of Ecompliance.
15.3. Either Party may terminate the Agreement in Writing with immediate effect, without any obligation to pay compensation, if the other Party is granted a suspension of payments, if bankruptcy is filed for the other Party, or if the other Party is declared bankrupt.
15.4. Upon termination of the Agreement, the work already performed, the costs incurred, the scheduled work that cannot be cancelled free of charge, and the costs of the Third Party and other engaged third parties remain fully payable to Ecompliance. If the Agreement ends due to a failure on the part of 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 Ecompliance’s prior Written consent. A transfer without such consent is null and void.
16.2. Changes and additions to the Agreement are only valid if the Parties have expressly agreed to them in Writing. Verbal commitments or arrangements only bind Ecompliance if it has confirmed them in Writing.
16.3. Ecompliance may amend or supplement these General Terms and Conditions. In the case of substantive changes, it will notify the Client at least 30 calendar days before the change takes effect. If the Client does not agree with the change, it may terminate the Agreement in Writing as of the moment the change takes effect.
16.4. If the Agreement and these Terms differ from each other, these Terms prevail.
16.5. Provisions that, by their nature, are intended to remain in effect after the end of the Agreement, including the provisions on intellectual property, confidentiality, warranties, indemnification and liability, and applicable law, remain in force.
16.6. If a provision of these Terms is wholly or partially void or is annulled, the remaining provisions remain in effect. The Parties will then consult on a new provision that aligns as closely as possible with the purpose and intent of the original provision.
16.7. The Agreement and these Terms together constitute the entire agreement between the Parties regarding the subjects they cover. Earlier agreements, statements or commitments lapse.
17. Applicable Law and Competent Court
17.1. These Terms and all Agreements between the Parties are governed exclusively by Dutch law.
17.2. The Parties will first attempt to resolve a dispute through mutual consultation. If no solution is reached, only the court of Amsterdam has jurisdiction to hear the dispute, unless mandatory law provides otherwise.