Terms of business

Document last updated: March 2025

ARTICLE 1 | DEFINITIONS

In these terms of business, the following terms are used with the meanings stated below, unless the nature or intent of the provisions dictates otherwise:

Segers Accounting: The provider of these terms of business.
Client: Any legal entity or natural person acting in the course of a profession or business with whom Segers Accounting has concluded or intends to conclude an agreement.
Parties: The Client and Segers Accounting jointly.
Agreement/Assignment: Any agreement established between Segers Accounting and the Client, whereby Segers Accounting undertakes to provide services to the Client.
Services: Any services provided by or on behalf of Segers Accounting under the agreement, including but not limited to:
- Administrative and financial services, such as processing and/or reviewing bookkeeping;
- Tax services, such as preparing annual accounts, drafting tax returns, and/or filing tax returns.
In Writing: Communication in writing, via email, or any other means of communication that, given the state of technology and social standards, can be equated to this.

ARTICLE 2 | GENERAL PROVISIONS

These terms of business apply to every offer made by Segers Accounting and every agreement concluded.
These terms of business also apply to agreements for which Segers Accounting engages third parties.
Deviations from these terms are only valid if expressly agreed upon in writing. If a provision in the agreement deviates from these terms, the agreed-upon provision prevails.
The applicability of any general terms and conditions of the Client, regardless of their designation, is expressly rejected.
The invalidity or annulment of any provision in these terms does not affect the validity of the remaining provisions. The parties will negotiate to replace any invalid provision with a valid one that closely reflects the original intent.

ARTICLE 3 | OFFER AND FORMATION OF THE AGREEMENT

Segers Accounting explicitly does not provide services related to subsidies and allowances. Advising on or applying for allowances (e.g., healthcare allowance, child benefits, or personal budget) does not fall within its scope.
All offers by Segers Accounting are non-binding and do not oblige the conclusion of an agreement.
The Client cannot derive any rights from an offer that contains an obvious error or mistake.
An agreement is formed through offer and acceptance. If the Client's acceptance deviates from the offer, the agreement is not established, unless Segers Accounting states otherwise.
Segers Accounting reserves the right to require digital or written signing of a quotation or agreement and SEPA authorisation before entering into an agreement.

ARTICLE 4 | THIRD PARTIES AND DEADLINES

Segers Accounting is entitled to engage third parties in the execution of the agreement if necessary.
Segers Accounting is not liable for errors or shortcomings of third parties involved.
Any deadlines stated for execution and delivery are indicative and not binding. Segers Accounting is only in default if it fails to meet an explicitly agreed deadline after a written notice of default from the Client.

ARTICLE 5 | GENERAL OBLIGATIONS OF THE PARTIES

The Client must provide all necessary data for the execution of the agreement in a timely manner and is responsible for its accuracy and completeness.
Segers Accounting is not liable for damages resulting from incorrect, incomplete, or late submission of information by the Client.
Data for VAT returns must be submitted no later than January 15, April 15, July 15, and October 15 for the previous quarter.

ARTICLE 6 | DURATION, TERMINATION, AND CANCELLATION

Unless otherwise stated, agreements are concluded for an indefinite period with a minimum contract duration of one calendar year.
Agreements for an indefinite period may be terminated via email with one month's notice before the end of the calendar year. Advance payments are non-refundable.
If the Client cancels an agreement prematurely, Segers Accounting is entitled to claim lost profits.
The Client can request stored accounting records within one month after the termination of the agreement.
Transferring the Client’s administration is only possible within 60 days after termination, provided all outstanding invoices are fully paid.

ARTICLE 7 | SUSPENSION AND TERMINATION

Segers Accounting is entitled to suspend or terminate the agreement if the Client fails to fulfil its obligations, does not pay invoices for more than two months, or if other serious circumstances arise.
If the Client does not pay for more than three months, Segers Accounting may archive the administration, requiring a reactivation fee of €350 (excl. VAT).
If the Client is declared bankrupt, applies for a moratorium, or has any other financial incapacity, Segers Accounting may immediately terminate the agreement.
Segers Accounting is not liable for damages arising from suspension or termination due to non-compliance by the Client.

ARTICLE 8 | FORCE MAJEURE

Segers Accounting is not liable for failure to fulfil its obligations due to force majeure, including but not limited to natural disasters, government actions, cyberattacks, and unforeseen business disruptions.
If a force majeure situation lasts longer than 30 days, both parties may terminate the agreement without liability for compensation.

ARTICLE 8 | FORCE MAJEURE

Segers Accounting is not obligated to fulfil any obligation under the agreement if and for as long as it is hindered from doing so by a circumstance that, according to the law, a legal act, or generally accepted social norms, cannot be attributed to it. Force majeure is understood to mean any unforeseen or uncontrollable circumstance that makes (timely) fulfilment of the agreement impossible.

Segers Accounting will inform the client of any force majeure situation as soon as possible.

If the force majeure situation permanently prevents fulfilment of the agreement, both parties are entitled to terminate the agreement immediately for the portion affected by the force majeure situation.

If Segers Accounting has already partially fulfilled its obligations at the time the force majeure occurs, or can only partially fulfil its obligations, it is entitled to separately invoice the completed portion of the agreement as if it were a standalone agreement.

Damage resulting from force majeure is never eligible for compensation, notwithstanding the previous paragraph.

ARTICLE 9 | PRICES AND PAYMENTS

The offer from Segers Accounting includes a specification of pricing factors as accurately as possible, which may include an (annual) price or an hourly rate. If the price has not been explicitly agreed upon, the services will be provided at the usual hourly rate applied by Segers Accounting.

All amounts quoted by Segers Accounting and the client are exclusive of VAT.

Segers Accounting is entitled to increase the agreed rates for indefinite contracts once per year by a maximum of 5% or in accordance with the most recent consumer price index published by the Central Bureau of Statistics, at Segers Accounting’s discretion.

Payments for monthly advance invoices are made via direct debit. If the client has not authorised direct debit or if the agreement is not for an indefinite period but ends upon completion, payment must be made via bank transfer within 14 days of the invoice date, following the payment method specified on the invoice. Segers Accounting is entitled to invoice assignments payable upon completion in advance.

If advance invoices are paid via bank transfer, an administrative fee of €2,50 per invoice applies.

In case of liquidation, bankruptcy, application of the Debt Restructuring Act for Natural Persons, or (provisional) suspension of payment of the client, all outstanding claims become immediately due.

If timely payment is not made, the client is in default by operation of law. From the day default occurs, the client owes interest of 2% per month on the outstanding amount, with part of a month being considered a full month.

In case of premature termination by the client, the termination date is decisive, and the advance invoice is terminated in that month. The client is not entitled to a refund of already paid advance invoices.

As long as it is necessary for Segers Accounting to keep the client's administration (license) active in Xero for delivering or completing the agreed services, Segers Accounting reserves the right to charge the client a monthly license fee, excluding VAT, per administration, until the actual completion and transfer of the file, including all administrative documents.

All reasonable costs, such as legal, extrajudicial, and enforcement costs incurred to collect amounts owed by the client, are borne by the client.

ARTICLE 10 | LIABILITY AND INDEMNIFICATION

Segers Accounting executes its services based on data provided or otherwise made available by the client. Segers Accounting is not liable for any damage resulting directly or indirectly from incorrect or incomplete data provided by the client, nor for damage caused by late submission of data, particularly concerning administrative and accounting figures used for or processed in financial statements, tax returns, and other administrative or accounting tasks. The client is liable for any damage resulting from inaccuracies and omissions in the data provided, as well as any failure to fulfil obligations under the law or the agreement, and any other circumstance that cannot be attributed to Segers Accounting.

Segers Accounting is not liable for the content of financial statements it prepares if the relevant administration was not handled by Segers Accounting and/or if the figures included in the financial statements were not booked or verified by Segers Accounting. If the administration related to the financial statements was managed by the client or a third party on their behalf, Segers Accounting assumes that the administration was processed correctly and completely. If the figures in the financial statements were not booked and verified by Segers Accounting, it assumes that these figures are accurate. Segers Accounting accepts no liability for inaccuracies in the financial statements due to incorrect processing of the administration by the client or third parties.

Segers Accounting is never liable for indirect damages, including but not limited to losses incurred, lost profits, and damage resulting from business interruption. Segers Accounting’s liability, notwithstanding the provisions of these general terms and conditions, is limited to direct damage suffered by the client as a result of an attributable failure by Segers Accounting in fulfilling its obligations under the agreement. An attributable failure is one that a competent and careful professional can and should avoid, considering normal diligence and the required professional knowledge and resources for the execution of the agreement. Direct damage includes:

Reasonable costs incurred to determine the cause and extent of the damage, to the extent that the determination relates to damage eligible for compensation under these terms;
Any reasonable costs incurred to align Segers Accounting’s defective performance with the agreement, provided these costs can be attributed to Segers Accounting;
Reasonable costs incurred to prevent or limit damage, to the extent that the client proves these costs led to limiting the direct damage covered under these terms.

Segers Accounting’s liability is limited to a maximum of the invoice value of the agreement, or the portion of the agreement to which the liability relates, with the understanding that Segers Accounting’s liability will never exceed the amount actually paid under any applicable liability insurance policy, plus any deductible under that insurance. If the agreement has a term longer than three months, only the invoice value over the last three months is used as a reference.

The client must report any complaint regarding the execution of the agreement to Segers Accounting in writing within five working days of discovery, or within two working days of reasonably being able to discover the alleged defect. Otherwise, the client loses the right to claim any breach by Segers Accounting and Segers Accounting cannot be held liable for any damage suffered by the client.

If Segers Accounting is liable for any damage, it always has the right to remedy the damage. The client must allow Segers Accounting to do so, failing which any liability is voided.

The client indemnifies Segers Accounting against any claims from third parties arising in connection with the execution of the agreement, where the cause lies with someone other than Segers Accounting. The client specifically indemnifies Segers Accounting against claims from the tax authorities due to the client failing to meet its obligations under the agreement.

If Segers Accounting is held liable by third parties under the above clause, the client is obligated to support Segers Accounting in legal proceedings and take all necessary measures. If the client fails to do so, Segers Accounting is entitled to act accordingly at the client’s expense.

Any legal claim against Segers Accounting expires after one year.

ARTICLE 11 | CONFIDENTIALITY

Segers Accounting will keep all confidential information about the client’s business confidential. Information is considered confidential if it is stated as such by the client or its nature implies confidentiality. Segers Accounting will use confidential information solely for the purpose it was provided.

This obligation does not apply if Segers Accounting is required by law or court order to disclose confidential information.

ARTICLE 12 | FINAL PROVISIONS

Dutch law exclusively governs every agreement and all resulting legal relationships between the parties.

Before resorting to legal action, parties must make every effort to resolve the dispute amicably.

Only the competent court in the district where Segers Accounting is established has jurisdiction over legal disputes.