General terms and conditions

In these general terms and conditions: Delsol Law & Tax, we or us means Delsol Corporation N.V., trading as Delsol Law & Tax, Shulaika Delsol and Paassen Delsol Tax Lawyers, with offices in Willemstad, Curaçao, and Wassenaar, the Netherlands, registered with the Chambers of Commerce of Curaçao (87723) and the Netherlands (97238066); client or you means the person or legal entity who requests or gives us an engagement; engagement means the agreement under which we provide advice or other services to you; engagement letter means the letter in which we confirm the scope, fee and other terms of an engagement; fixed-fee opinion means an engagement with a defined scope for a fee agreed in advance; and website means www.shulaikadelsol.com, including the questionnaires and quote pages on it.

2.1 These terms apply to all offers, quotes and engagements of Delsol Law & Tax, and to the use of the questionnaires and quote pages on the website.

2.2 General terms and conditions of the client do not apply.

2.3 If the engagement letter deviates from these terms, the engagement letter prevails.

2.4 These terms also apply for the benefit of everyone who works for or with Delsol Law & Tax on an engagement.

3.1 Information on the website is general and does not constitute tax or legal advice. You cannot rely on it for your own situation.

3.2 The package and fixed fee that a questionnaire shows are indicative. They are not an offer. An offer only exists once we have confirmed a quote to you in writing.

3.3 Completing a questionnaire, sending an enquiry or accepting a quote does not create a client relationship. A client relationship only starts when the engagement letter has been signed by both parties.

3.4 Please do not send health data, criminal records or confidential documents through the contact form or the free-text fields of the questionnaires. The confidential questionnaire for voluntary corrections is the only exception, as described in our privacy & cookie notice.

4.1 A quote is valid for 30 days from the date it is sent, unless it states otherwise. A quote is based on the information you have given us; if that information turns out to be incorrect or incomplete, we may change the quote.

4.2 Accepting a quote online is a request to enter into an engagement on the terms of the quote. The engagement is formed when you have signed the engagement letter and returned it to us, or, if earlier, when we start work at your express request.

4.3 We may decline an engagement without giving reasons, for example if our conflict check or client due diligence gives cause to do so.

5.1 We perform the engagement to the best of our knowledge and ability and in accordance with the standards of our profession. Our obligation is an obligation to use our best efforts, not to achieve a particular result. We do not guarantee that the tax authorities, a court or any other party will share our view.

5.2 Every engagement is carried out personally by Shulaika Delsol, LL.M., on behalf of Delsol Corporation N.V. We may involve employees and, after consulting you, third parties such as a notary or a foreign advisor. We exercise due care in selecting third parties but are not liable for their acts or omissions.

5.3 Our advice is based on the facts you provide and on the law, regulations, policy and case law in force on the date of our advice. We are not obliged to inform you of later changes unless we have agreed otherwise, for example through an annual check or compliance service.

5.4 Oral advice and advice in draft are provisional. Only our final written advice is binding.

6.1 You provide us in time with all information and documents that we indicate are necessary, or that you should reasonably understand to be necessary, for the engagement. You are responsible for their completeness and correctness, including when they come from third parties.

6.2 You inform us promptly of any facts and circumstances that may affect the engagement, including changes after our advice has been given.

6.3 If you do not meet these obligations, we may suspend the engagement. Periods for delivery then start once the information is complete. Extra work resulting from incorrect or incomplete information is charged separately, after we have informed you.

7.1 The fixed fee covers the work described in the engagement letter. Disbursements, such as notary, registry and government fees, are not included unless the engagement letter states otherwise.

7.2 Fees exclude VAT or turnover tax, which is added where applicable.

7.3 If it appears during the engagement that work outside the agreed scope is needed, we inform you before carrying out that work and give you a separate fixed fee for it. We only carry out that work after your written approval.

7.4 Recurring services, such as an annual check or compliance service, run for one year and are renewed tacitly for one year at a time, unless either party terminates them in writing at least one month before the end of the year. We may adjust the fee for a new year if we inform you at least one month in advance.

8.1 Unless the engagement letter states otherwise, 70% of the fixed fee is invoiced when the engagement letter is signed and 30% on delivery of the written advice. Invoices are payable on receipt, without deduction or set-off.

8.2 If you do not pay on time, you are in default without further notice. We may then charge statutory interest and reasonable collection costs, and we may suspend our work until payment has been made.

8.3 If an engagement is given by more than one client, each of them is jointly and severally liable for the full fee.

8.4 An objection to an invoice must be made in writing within 3 days of the invoice date. It does not suspend the obligation to pay the undisputed part.

9.1 The delivery periods in the quote and the engagement letter start once we have received the signed engagement letter, any payment due on signing and all necessary information and documents.

9.2 Delivery periods are target periods, not strict deadlines. If we expect to exceed a period, we inform you as soon as possible. Exceeding a period does not entitle you to compensation, but if we exceed it by more than ten working days you may terminate the engagement without paying for work not yet delivered.

10.1 We are legally required to identify our clients and, where applicable, their ultimate beneficial owners, and to establish the source of the funds involved based on the Landsverordening identificatie bij dienstverlening (Curaçao) and Wwft (Netherlands). You provide the information and documents we need for this.

10.2 If we cannot complete our client due diligence, we may not start or continue the engagement. We are then not liable for any resulting damage.

10.3 In certain circumstances we may be legally obliged to report an unusual transaction to the competent authorities, without informing you of this. We are not liable for any damage resulting from a report made in good faith.

11.1 We keep confidential all information you provide to us in connection with an engagement, and we do not disclose it to third parties without your consent, except where we are legally obliged to do so, where it is necessary for the performance of the engagement, or where we must defend ourselves in disciplinary, civil or criminal proceedings.

11.2 We advise as tax lawyers (fiscaal juristen), not as advocaten. Our correspondence with you may therefore not be protected against inspection by the tax authorities or the public prosecutor in the same way as correspondence with an advocaat. Where this matters, we advise you to involve an advocaat.

11.3 We may mention the fact that you are our client only with your consent.

We process personal data in accordance with our privacy & cookie notice, which is published on the website and forms part of these terms. We act as controller for the personal data we process for our engagements.

13.1 All rights to our advice, model memos, calculations, draft deeds and other work remain with Delsol Law & Tax.

13.2 You may use our work for the purpose for which it was given. You may share it with your own advisors, your notary and the tax authorities in connection with that purpose, but not publish it or make it available to other third parties without our written consent.

14.1 Our liability for damage resulting from an attributable failure in the performance of an engagement is limited to the fee you have paid us for that engagement. For recurring services, it is limited to the fee paid for the year in which the event causing the damage occurred.

14.2 We are not liable for indirect damage, including lost profit, lost savings, fines and penalties imposed on you, and damage resulting from incorrect or incomplete information provided by you.

14.3 Our advice is intended only for you. Third parties cannot derive any rights from it.

14.4 A claim for damages lapses if it has not been submitted to us in writing within one year after you became aware, or could reasonably have become aware, of the facts on which it is based.

14.5 These limitations do not apply if the damage is the result of intent or gross negligence on our part.

You indemnify us against claims from third parties relating to the engagement, including claims from third parties to whom you have made our work available, except to the extent the claim results from intent or gross negligence on our part.

16.1 Either party may terminate an engagement in writing at any time. In that case you pay for the work done up to that moment, in proportion to the fixed fee, with the fixed fee as a maximum, plus any disbursements incurred.

16.2 If you withdraw before the engagement has been formed, no fee is due.

16.3 We may terminate the engagement with immediate effect if continuing it would be contrary to the law or our professional rules, or if you do not meet your payment or information obligations despite a reminder.

We keep our files for 10 years after the end of the engagement, after which we may destroy them. Original documents are returned to you at the end of the engagement.

18.1 If you are not satisfied with our services or our invoice, please let us know in writing at info@shulaikadelsol.com within 30 days after you became aware of the cause. We confirm receipt within 1 working day and respond in substance within three weeks.

18.2 A complaint does not suspend your payment obligations for the undisputed part of an invoice.

19.1 All engagements and these terms are governed by the law of Curaçao.

19.2 Disputes are submitted exclusively to the Court of First Instance of Curaçao (Gerecht in eerste aanleg van Curaçao), without prejudice to our right to submit a dispute to the court that would be competent without this provision.

20.1 These terms are available in English and Dutch. In case of differences, the Dutch text prevails.

20.2 We may amend these terms. The amended terms apply to engagements formed after the date of the amendment. The current version is published on the website and filed with the Chamber of Commerce.

20.3 If any provision of these terms is void or voidable, the other provisions remain in force, and the provision concerned is replaced by a valid provision that comes as close as possible to its purpose.