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Drafting general terms and conditions for an administration office involves properly regulating seven topics: the assignment and working method, the submission of documents by the client, liability for errors, AML obligations, the retention obligation, the fee and payment, and confidentiality. Together, these seven provide the protection you need against professional claims and disputes regarding late or incorrect administration. Below, we will go through them point by point, including the clauses that truly belong in each section.
The short answer
- Assignment and working method: what you do and do not do, and based on what information.
- Submission of documents: client submits on time, completely, and correctly; consequences for the client otherwise.
- Liability: limited to the invoice amount or insured sum; excluding intent and gross negligence.
- Wwft and confidentiality: client due diligence and disclosure obligation as an exception to confidentiality.
- Retention obligation: customer responsible for retention (7 years, Art. 52 AWR).
- Rate and payment: hourly rate or subscription, additional work, payment term, suspension.
Drafting general terms and conditions for an administration office: start with the assignment
The first provision establishes what your assignment entails and what it does not. An administration office works based on the information provided by the client; you do not check this for fraud or completeness unless explicitly agreed otherwise. Stipulate that you have a best-efforts obligation, not a results obligation: you perform your work professionally, but do not guarantee a specific tax outcome.
Also state whether you only handle the administration, or if you also file tax returns, prepare annual accounts, or provide advice. This separates the core of your work from unrelated additional work and prevents a client from holding you accountable for something that was never commissioned.
Submission of documents by the client
For an administration office, this is the most important clause after liability. Your work depends entirely on what the client provides. Therefore, arrange:
- Timeliness. The client submits documents within a reasonable or agreed timeframe, so that you can meet filing deadlines.
- Completeness and accuracy. The customer is responsible for the accuracy and completeness of the provided data.
- Consequences of default. Damage caused by late, incomplete, or incorrect delivery — such as default penalties or tax interest — shall be borne by the customer.
- Suspension. In the event of non-submission of documents, you may suspend your work without being liable for missed deadlines.
Liability for errors
An error in a booking or tax return can cost a client thousands of euros. Without limitation, you are fully liable for this. A valid liability clause for an administration office typically contains:
- A limitation to the invoice amount of the relevant assignment, or to the amount paid out by your professional liability insurance.
- Exclusion of indirect damage and consequential damage.
- An explicit exception: the limitation does not apply in cases of intent or conscious recklessness — that must never be ruled out.
- A complaint and forfeiture period: reporting complaints within a certain period, and statute of limitations after, for example, one year.
Never exclude all liability. A total exclusion is unreasonably burdensome and will be struck down by the court; a reasonable limitation to the insured sum, however, will hold up.
AML obligations and confidentiality
An administration office is an AML/CFT institution. You are required to conduct client due diligence (identification and verification of your client and the ultimate beneficial owner) and to report unusual transactions to FIU-Netherlands. Include the following in your terms and conditions:
- A confidentiality clause: you keep customer data confidential.
- An exception to this applies to statutory obligations, in particular the Wwft reporting obligation.
- The client's obligation to cooperate with the client due diligence, with suspension or termination if the client refuses.
- Statement that you are not required to disclose a report to the customer (prohibition of tipping).
Retention obligation
The tax retention obligation (Art. 52 AWR) requires the entrepreneur to retain their records for seven years. Stipulate in your terms and conditions that the ultimate responsibility for retention lies with the client, which documents you as a firm may retain and for how long, and what happens to the records upon termination of the assignment — for example, that you return documents and that you may exercise a right of retention as long as invoices remain outstanding.
Finalizing rates, payment, and confidentiality
The financial section regulates the hourly rate or subscription fee, the handling of additional work, annual indexation, the payment term (e.g., 14 days), and the consequences of non-payment: suspension, statutory commercial interest, and collection costs. For subscriptions, you specify the notice period and renewal. The confidentiality clause rounds off the whole, with the Wwft exception you already mentioned above.
Practical example
A bookkeeper compiles the annual accounts for a contractor based on provided figures. It later emerges that the contractor had withheld revenue from the records. Because the terms and conditions state that the firm assumes the accuracy and completeness of the provided data and does not check the records for fraud, the responsibility for the concealed revenue lies with the contractor. The bookkeeper has duly fulfilled his duty of care.
Honest recommendation
Drafting it yourself is possible, but the catch is in the details: a liability clause that goes too far will fail, and a missing AML or submission clause leaves exactly the gap through which a claim can be filed. Start with the seven topics above as a checklist and do not draft anything broader than is feasible.
When do you *not* need a lawyer? If you use a reliable industry model and your services are standard, you can manage perfectly well—provided you tailor the model to your firm and submit it in a timely manner. If you have doubts about the limitation of liability, work for both consumers and businesses, or also provide advisory services, then having it checked or drafted is the safest route.
Read more: what are general terms and conditions for an administration office and having general terms and conditions drafted. You can arrange this directly via the general terms and conditions for an administration office.
Frequently Asked Questions
Seven topics: the assignment and working method, the submission of documents by the client, liability for errors, AML obligations, the retention obligation, the rate and payment, and confidentiality. Together, they constitute protection against professional claims and against disputes regarding records submitted late or incorrectly.
Stipulate that the client provides timely, complete, and accurate information and is responsible for the accuracy of the data. Determine that damages caused by late or incorrect delivery—such as default penalties or tax interest—are at the client's expense, and that you may suspend your work if documents are not received.
Limit liability to the invoice amount of the assignment or to the amount paid out by your professional liability insurance, exclude indirect damages, and include a complaint period and a limitation period. Never exclude intent and conscious recklessness; a total exclusion is unreasonably burdensome and will not stand up in court.
Include a confidentiality clause with an explicit exception for statutory obligations, including the Wwft reporting obligation. Stipulate the client's duty to cooperate with the client due diligence, with suspension in the event of refusal, and state that you are not required to report a notification based on the tipping prohibition to the client.
The client is required by law to retain their records for seven years (Art. 52 AWR). Stipulate in your terms and conditions that the ultimate responsibility for retention lies with the client, which documents you may retain and for how long, and what happens to the records upon termination of the assignment.
State the hourly rate or subscription amount, the handling of additional work, annual indexation, and the payment term. Regulate the consequences of non-payment: suspension, statutory commercial interest, and collection costs. For subscriptions, also include the notice period and automatic renewal.
That can be a starting point, but generic templates often lack the submission, AML/CFT, and retention clauses that specifically protect an administration office. Tailor the template at a minimum to your services and submit it in a timely manner. If in doubt regarding the limitation of liability or in the case of consumer clients, it is advisable to have it checked.
