XTROVERSO
Legale
These terms govern XTROVERSO administrative services and the coordinated packages that include defined work by Pavan Geraedts Adviseurs.
Business Administration, Payroll Administration and Coordinated Professional Services
WIGEPA B.V., trading under the name XTROVERSO
Chamber of Commerce: 70402787
VAT number: NL858307790B01
BECON number: 685811
Business address: De Stuwdam 33, 3815 KM Amersfoort, the Netherlands
Website: www.xtroverso.com
Version 3.0 - effective 23 August 2026
These General Terms and Conditions apply exclusively to clients acting in the course of a profession or business.
In these General Terms and Conditions:
Administrative Agreement means the agreement between the Client and XTROVERSO for the performance of Administrative Services.Administrative Services means the business-administration, bookkeeping, payroll-administration, document-processing, reconciliation, dashboard, periodic-closing and related coordination services expressly included in the Order Confirmation.Client means the natural person acting in the course of a profession or business, the legal entity or the partnership identified as the client in the Order Confirmation.Client Materials means all information, records, documents, instructions, approvals, credentials and other materials supplied by or on behalf of the Client.Coordinated Package means a commercial package in which Administrative Services performed by XTROVERSO and Professional Services performed by Pavan Geraedts are presented or coordinated together.Data Processing Agreement or DPA means the data-processing agreement applicable where XTROVERSO processes personal data on the Client's documented instructions.Deliverable means a document, data export, dashboard, administrative overview or other result expressly included in the agreed scope.MIR means the periodic Management Information Report or management overview described in the Order Confirmation.Order Confirmation means the proposal, engagement letter, digital order, service schedule or other written document accepted by the Client and XTROVERSO.Pavan Geraedts means Pavan Geraedts, a Dutch general partnership registered with the Chamber of Commerce under number 56530021 and described in certain XTROVERSO materials as Pavan Geraedts Adviseurs.Professional Agreement means the separate agreement between the Client and Pavan Geraedts for Professional Services.Professional Services means tax, annual-accounts, filing, corporate-documentation, legal, fiscal or business-advisory services accepted and performed by Pavan Geraedts.Third-Party System means software, a bank connection, government portal, payroll platform, accounting platform, hosting environment or other system not owned and fully controlled by XTROVERSO.XTROVERSO means WIGEPA B.V., trading under the name XTROVERSO.References to “written” or “in writing” include email, a digital client portal and other electronic communications that can be saved and reproduced.
The Administrative Agreement is concluded exclusively between the Client and WIGEPA B.V., trading under the name XTROVERSO.
Shareholders, directors, employees, family members, group companies and beneficial owners of the Client are not themselves clients unless they are expressly identified as such in a separate Order Confirmation.
Payment by a third party does not make that third party a client and does not give that party any right to rely on XTROVERSO's work.
Services are provided exclusively for business purposes. If mandatory consumer law applies despite this provision, that mandatory law prevails.
XTROVERSO may rely on the identity, capacity and authority of the persons identified by the Client as directors, owners, payroll contacts, financial contacts or authorised representatives.
These General Terms and Conditions apply to every proposal, Order Confirmation and Administrative Agreement issued or entered into by XTROVERSO.
They also apply to additional assignments and subsequent work unless the parties expressly agree otherwise in writing.
XTROVERSO will provide these terms to the Client before or when the Administrative Agreement is concluded, in a form that the Client can save and reproduce.
Publication on the XTROVERSO website does not replace the timely provision of these terms where the law requires them to be supplied separately.
The Client's purchasing conditions or other general conditions are excluded unless XTROVERSO expressly accepts them in writing.
The version accepted with the Order Confirmation remains applicable to that Administrative Agreement. A later website version does not automatically replace it.
A proposal is valid for thirty days unless it states a different period.
An Administrative Agreement is formed when:
the parties sign the Order Confirmation;the Client accepts it through an agreed electronic acceptance process;XTROVERSO confirms the Client's written instruction; orat the Client's time-sensitive request, XTROVERSO begins work and confirms the agreed scope and commercial basis in writing.XTROVERSO may make acceptance conditional on identification, client-acceptance, conflict, credit, sanctions or other compliance checks.
A person accepting an Order Confirmation on behalf of the Client represents that the person has sufficient authority to bind the Client.
Electronic signatures and reliable electronic acceptance processes have the same intended effect as handwritten signatures.
A power of attorney to file a return, communicate with an authority, access a portal or perform another legal act must be granted separately where required.
The Administrative Agreement consists of:
the Order Confirmation;the DPA, where applicable;any expressly incorporated service schedule;these General Terms and Conditions.In the event of inconsistency, the documents have precedence in the order stated in paragraph 1, except that the DPA prevails for matters specifically concerning processing of personal data.
Website pages, presentations, conversations and marketing materials provide general information only. They do not expand the accepted scope.
A change to the scope, fees, responsibilities or Deliverables is effective only after it has been confirmed in writing.
A Coordinated Package may include:
Administrative Services provided by XTROVERSO; andProfessional Services provided separately by Pavan Geraedts.The Coordinated Package is a commercial and operational coordination arrangement. It does not merge XTROVERSO and Pavan Geraedts into one legal provider.
The Client enters into:
an Administrative Agreement with XTROVERSO; andwhere applicable, a separate Professional Agreement with Pavan Geraedts.The Professional Agreement is formed only after Pavan Geraedts has accepted the Client and the assignment in accordance with its own engagement requirements and terms.
The General Terms and Conditions of Pavan Geraedts apply exclusively to the Professional Services. These XTROVERSO terms do not regulate or transfer responsibility for those Professional Services.
XTROVERSO does not supervise, direct or override the independent professional judgment of Pavan Geraedts.
Each provider is responsible only for its own services, acts and omissions. A Coordinated Package does not create:
a partnership or joint venture;a joint assignment;agency, except where expressly disclosed for invoicing or collection;joint or several liability between the providers.To the extent legally permitted, Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are excluded.
A Coordinated Package may be presented for one total commercial price. The Order Confirmation or invoice will identify the relevant provider or providers as required by applicable invoicing law.
One provider may collect an amount on behalf of the other as a disclosed collection agent. Payment to the bank account designated in the invoice discharges the Client for the amount allocated to the relevant provider.
The use of a combined proposal, payment request, portal, relationship manager or dashboard does not transfer professional responsibility from one provider to the other.
If Pavan Geraedts cannot accept or continue the Professional Agreement, XTROVERSO may propose an adjusted Administrative Agreement. The Client is not required to pay for Professional Services that have not been accepted or performed.
XTROVERSO performs only the Administrative Services expressly included in the Order Confirmation.
Depending on the selected package, these services may include:
processing supplied purchase and sales documents;classification and transaction matching;bank reconciliation;administrative treatment of VAT based on the supplied records;maintaining an accounting dashboard;periodic administrative closing;preparing administrative information for a MIR, annual accounts or tax return;payroll administration and preparation of payroll outputs;administrative coordination with Pavan Geraedts.The Administrative Services do not constitute legal, tax, investment, financing, assurance or audit advice.
An administrative classification, warning, dashboard entry or question raised by XTROVERSO is not a professional opinion on the legal or fiscal consequences of a transaction.
If professional judgment is required, XTROVERSO may refer the matter to Pavan Geraedts or another separately engaged professional.
Discussions, meetings and observations do not include implementation, filing, representation, objection, appeal or legal documentation unless expressly included.
XTROVERSO will perform the Administrative Services with the reasonable skill and care expected of a competent administrative service provider.
The Administrative Agreement is an obligation to use reasonable efforts and not a guarantee of a particular financial, tax, payroll or commercial result.
XTROVERSO is entitled to organise its work, determine its internal processes and assign suitable employees or contractors to the engagement.
XTROVERSO may rely on Client Materials unless they are manifestly incomplete, inconsistent or unreliable.
XTROVERSO is not required to conduct an audit, investigation, forensic review or independent verification unless separately agreed.
XTROVERSO does not make the Client's management, employer, shareholder, payment, tax or legal decisions.
XTROVERSO does not hold Client funds, make payments, sign returns or bind the Client unless a specific written authorisation has been accepted.
The dashboard is an administrative information and collaboration tool. It is not an audit, certification or real-time guarantee that the administration is complete.
Dashboard information depends on the Client Materials received, the availability of connected systems and the completion status of the relevant processing period.
Provisional, unmatched or unreviewed items may be displayed.
The Client must regularly review the dashboard and promptly report material errors or missing information.
XTROVERSO may change a dashboard, integration or workflow where reasonably required for security, continuity, legal compliance or service improvement.
XTROVERSO does not guarantee uninterrupted availability of a Third-Party System.
XTROVERSO processes the business administration based on the documents, bank information and explanations supplied by the Client.
Correct VAT processing depends on the facts of the transaction, including the identity and location of the parties, the nature of the supply, invoice requirements and any exemptions or special schemes.
The Client must identify unusual, cross-border, exempt, private, related-party or otherwise non-standard transactions.
XTROVERSO may apply the administrative treatment that reasonably follows from the supplied information. Where professional tax judgment is required, the matter falls outside XTROVERSO's responsibility.
The final professional review and filing of a VAT return are performed by Pavan Geraedts only where expressly included in a Professional Agreement.
Until a return has been professionally reviewed and filed, administrative VAT information remains provisional.
The Client remains responsible for:
the truth and completeness of the underlying transactions;timely approval where required;the availability of sufficient funds;paying tax assessments and amounts due.
A periodic closing or MIR is prepared from the administration available at the agreed cut-off date.
A MIR may contain estimates, accruals, preliminary classifications or unresolved items. These will be identified where reasonably possible.
A MIR is intended for internal management information. It is not:
an annual account;an audit, review or assurance report;a valuation;a forecast or financing opinion;a statement of legal or tax compliance.The Client must review the MIR in the context of its own business knowledge and notify XTROVERSO of material inconsistencies.
A third party may not rely on a MIR without XTROVERSO's prior written consent.
Payroll Services may include employee onboarding checks, payroll processing, payslips, annual income statements and other items expressly listed in the Order Confirmation.
The Client is the employer and remains exclusively responsible for:
recruitment and dismissal decisions;employment conditions;working hours and leave records;employee classification;collective labour agreement applicability;minimum-wage and working-time compliance;immigration and work-authorisation matters;workplace, health and safety obligations;timely payment of salary, tax and pension amounts.XTROVERSO may prepare a standard employment contract from terms approved by the Client or from an approved template. This does not constitute legal advice on the suitability or enforceability of the contract.
Bespoke employment terms, dismissals, reorganisations, disputes, immigration matters and collective labour agreement analysis are not included.
Payroll cut-off dates are binding. Late changes may be processed in a later payroll cycle or charged as additional work.
The Client must approve payroll information where requested and must immediately report any material change affecting salary or payroll treatment.
XTROVERSO does not verify an employee's professional qualifications, background or immigration status unless a specific administrative verification has been separately agreed.
For a sole proprietor, the package may include preparation and closing of the annual administration by XTROVERSO.
A simple year-end balance and the preparation or filing of an individual income-tax return are Professional Services of Pavan Geraedts and are included only where expressly accepted under the Professional Agreement.
For a Dutch private limited company, XTROVERSO may prepare the underlying administration required for annual accounts.
The preparation or compilation of annual accounts, corporate-income-tax returns and filing documents are Professional Services of Pavan Geraedts.
Standard shareholder resolutions, annual-meeting documentation and standard dividend calculations or documentation are Professional Services and are included only where expressly stated.
The Client's board and shareholders remain responsible for all corporate decisions, approvals and distribution tests required by law.
Annual accounts prepared without an assurance engagement do not contain an audit, review or other assurance opinion.
Unless expressly included, the following are outside the scope:
reconstruction or correction of prior financial years;correcting work performed by a former provider;audit, review, assurance or certification;consolidated or group reporting;forecasting, valuation or financing assistance;restructuring, merger, acquisition or due diligence work;objections, appeals, disputes or legal proceedings;bespoke contracts or legal opinions;complex or cross-border tax advice;immigration or work-permit services;fraud, forensic or sanctions investigations;regulatory licences or certifications;implementation of advice not expressly included.Additional services require a separate written confirmation and may be charged at the applicable hourly rate or for an agreed fixed fee.
XTROVERSO may take proportionate protective action without prior approval where delay would foreseeably cause immediate material harm, provided that the Client is informed as soon as reasonably possible.
The Client must provide complete, accurate and timely Client Materials.
The Client must disclose all information reasonably relevant to the services, including:
unusual or high-value transactions;cash or private transactions;related-party transactions;foreign activities or counterparties;changes in ownership, management or legal structure;financing, dividend or capital transactions;tax-authority correspondence;employee and payroll changes;disputes, investigations or continuity concerns.The Client must maintain appropriate internal controls and prevent unauthorised transactions or access.
The Client must review Deliverables, dashboards, payroll information, returns and approvals within the requested period.
Approval by the Client confirms that the Client has reviewed the relevant information in light of its own knowledge of the business.
The Client remains legally responsible for its administration and statutory record-keeping obligations. The use of XTROVERSO does not transfer those obligations.
The Client must retain records for the applicable statutory retention period and ensure that they remain complete, readable and accessible.
The Client must ensure that it has a lawful basis for supplying personal data relating to employees, customers, suppliers and other persons.
XTROVERSO may rely on instructions from an authorised contact until the Client withdraws that authority in writing.
The Client must ensure that authorised contacts are sufficiently informed and available.
XTROVERSO may request written confirmation of an unusual, material or irreversible instruction.
XTROVERSO may refuse an instruction that is unlawful, misleading, inconsistent with professional obligations, outside the agreed scope or operationally unreasonable.
XTROVERSO may assume that an approval supplied through the agreed email address or portal was issued by an authorised person, unless it knew or reasonably should have known otherwise.
Bank-account changes and other fraud-sensitive instructions may be verified through a previously known communication channel.
Agreed deadlines are based on the timely receipt of complete Client Materials and required approvals.
Unless expressly stated as a guaranteed deadline, a delivery date is an operational target.
If information is late or incomplete:
XTROVERSO may postpone the work;the relevant deadline moves accordingly;urgent work may be charged separately;a filing or reporting deadline may be missed.XTROVERSO is not responsible for a missed deadline to the extent caused by the Client, an authority, a Third-Party System or another provider.
XTROVERSO may use reasonable assumptions to complete routine processing, but is not required to do so where the missing information is material.
The Client must respond promptly to questions and unresolved items.
XTROVERSO and an involved professional provider may perform identification, verification, beneficial-ownership, purpose-and-nature, source-of-funds, sanctions and other client-acceptance checks where required by law or reasonably required by their risk policies.
The Client must provide the requested information and supporting documents promptly.
XTROVERSO may delay, refuse, suspend or terminate services if:
the required checks cannot be completed;the information supplied is materially inconsistent;a sanctions restriction applies;continuing the relationship would be unlawful;the Client requests or appears to request misleading or unlawful processing.Where the Wwft or another mandatory law applies, the relevant provider may be required to report an unusual transaction or provide information to an authority.
The relevant provider may be prohibited from informing the Client whether a report, request or investigation exists. Compliance with that prohibition does not constitute a breach of the agreement.
Nothing in these terms requires XTROVERSO to make general reports about suspected “illegal activities” beyond the specific obligations imposed by applicable law.
XTROVERSO will keep confidential information received from the Client confidential and will use it only for:
performing the Administrative Agreement;administering the client relationship;complying with legal and regulatory obligations;obtaining professional, insurance or legal assistance;establishing or defending legal rights.Confidentiality does not apply to information that:
is public other than through a breach;was lawfully known to the recipient;was received lawfully from another source;was independently developed;must be disclosed by law or binding order.XTROVERSO may share necessary information with employees, contractors, subprocessors and Pavan Geraedts, subject to appropriate confidentiality and data-protection arrangements.
Where legally permitted, XTROVERSO will inform the Client before making a mandatory disclosure. No advance notice will be given where the law prohibits it.
XTROVERSO is not a law firm or civil-law notary. Communications with XTROVERSO are not protected by advocate-client or notarial professional privilege merely because they concern legal or tax matters.
Any confidentiality or professional obligations applicable to Pavan Geraedts are governed by the Professional Agreement and the rules applicable to that provider.
Each party will comply with applicable data-protection law.
Where XTROVERSO processes personal data solely on the Client's documented instructions, XTROVERSO acts as processor and the DPA applies.
XTROVERSO may act as an independent controller for purposes including:
client acceptance and identity verification;sanctions and fraud prevention;billing and debt collection;security and access logging;legal claims and professional-risk management;compliance with statutory obligations.The Client is responsible for determining the lawfulness, accuracy and proportionality of personal data supplied to XTROVERSO.
The Client must provide any privacy information required for employees and other data subjects.
XTROVERSO may use subprocessors in accordance with the DPA and will impose appropriate data-protection and security obligations.
XTROVERSO and Pavan Geraedts may exchange personal data to the extent necessary for a Coordinated Package, subject to their respective legal positions and privacy obligations.
A personal-data breach will be handled in accordance with the DPA and applicable law. The Client remains responsible for notifications for which it is the controller, unless the law assigns that responsibility otherwise.
The Client accepts communication through email, portals, video meetings and other agreed electronic methods.
Electronic communication carries risks, including interception, delay, malware, misdirection and impersonation. Each party must maintain reasonable technical and organisational safeguards.
The Client is responsible for protecting its credentials, devices and authorised-user accounts.
XTROVERSO may use automation, document-recognition and assisted-processing technologies to perform routine work.
XTROVERSO remains responsible for applying reasonable human and procedural controls appropriate to the nature of its Administrative Services.
XTROVERSO will not knowingly use confidential Client Materials to train a publicly available artificial-intelligence model without an appropriate legal basis and contractual protection.
The Client must verify payment instructions and changes of bank account through a trusted channel. XTROVERSO is not responsible for a fraudulent payment made contrary to a clear verification warning.
Client Materials remain the property of the Client or the relevant third-party owner.
The Client grants XTROVERSO the right to use Client Materials to perform the Administrative Agreement and comply with legal obligations.
XTROVERSO may retain copies for the period reasonably required by law, the DPA, insurance obligations, professional-risk management or legal claims.
The Client remains responsible for maintaining its own legally compliant records and backups.
Unless archival services are expressly included, XTROVERSO is not the Client's exclusive statutory archive.
XTROVERSO may convert or store records electronically, provided that legally required information remains reasonably accessible and readable.
Upon termination, XTROVERSO will make Client originals in its possession and an agreed usable export available, subject to Article 30.
XTROVERSO is not required to transfer internal notes, quality-control records, risk assessments, security information, internal correspondence or proprietary working methods.
XTROVERSO may engage suitable employees, contractors, hosting providers, software providers and subprocessors.
XTROVERSO remains responsible for subcontracted Administrative Services to the extent required by law and the Administrative Agreement.
Independent professionals, banks, notaries, auditors, lawyers, tax advisers, pension providers and government authorities do not become XTROVERSO subcontractors merely because XTROVERSO coordinates or communicates with them.
The Client's engagement of an independent third party creates a separate legal relationship with that third party.
XTROVERSO is not responsible for an independent third party's professional work unless the loss was caused by XTROVERSO's own attributable failure in selecting or instructing that party.
Third-Party Systems may change, restrict or discontinue their services. XTROVERSO will use reasonable efforts to maintain continuity but does not guarantee third-party availability or functionality.
External specialists and material external costs require Client approval unless already included in the Order Confirmation.
A Deliverable is prepared for the Client and the purpose identified in the Administrative Agreement.
Drafts, provisional dashboards and incomplete reports must not be treated as final.
The Client may not provide a Deliverable to a third party for reliance without prior written consent, except where disclosure is required by law.
Consent to disclosure does not create a duty of care or contractual relationship with the recipient unless XTROVERSO expressly agrees otherwise.
XTROVERSO may correct an administrative error identified after delivery and will notify the Client where the correction is material.
Advice or information supplied orally should not be relied upon for a material decision unless confirmed in writing.
Fees are stated in the Order Confirmation and are exclusive of VAT unless expressly stated otherwise.
A package fee is based on the assumptions, transaction volumes, number of entities, employees, bank accounts, payroll changes and complexity described in the Order Confirmation.
XTROVERSO may propose an adjustment where those assumptions materially change.
Work outside the package may be charged at the applicable hourly rate or for an agreed additional fee.
A Coordinated Package may show one total price while allocating fees between XTROVERSO and Pavan Geraedts.
The Client will not be charged more than the accepted total package price for included work merely because more than one provider is involved.
Taxes, government charges, Chamber of Commerce fees, notarial fees, specialist fees, identity-verification charges, travel and other external costs are not included unless expressly stated.
XTROVERSO is not required to advance external costs on behalf of the Client.
For an agreement of indefinite duration, XTROVERSO may adjust recurring fees to reflect inflation, costs, volume or service changes by giving at least thirty days' written notice. If an adjustment is material and is not required by law, the Client may terminate before it takes effect.
XTROVERSO will invoice at the intervals stated in the Order Confirmation.
Unless otherwise agreed, an invoice is payable within fourteen days of the invoice date.
The Client may not suspend payment or set off a disputed claim unless XTROVERSO has accepted that claim in writing or the claim has been finally established by a court.
The Client must raise a specific invoice objection promptly. The undisputed portion remains payable.
If an amount is overdue, XTROVERSO may charge statutory commercial interest under Article 6:119a of the Dutch Civil Code.
XTROVERSO may also recover reasonable extrajudicial collection costs, subject to applicable law and with a minimum of €40 where legally permitted.
Payments may be allocated first to collection costs, then to interest and then to the oldest outstanding principal amount.
If an invoice includes amounts collected for Pavan Geraedts, payment to the designated account discharges the Client for the properly allocated amount.
XTROVERSO may suspend affected services after written notice if:
an invoice remains materially overdue;required Client Materials or approvals remain outstanding;security or compliance concerns arise;continuing the services would be unlawful or professionally irresponsible.Advance notice is not required where immediate suspension is reasonably necessary to prevent fraud, a security incident, unlawful conduct or material harm.
Suspension will be proportionate to the circumstances.
XTROVERSO will not destroy, conceal or permanently withhold Client originals because of an invoice dispute.
XTROVERSO may withhold unpaid provider-created Deliverables to the extent legally permitted, provided this does not create a disproportionate risk to the Client's statutory obligations.
Suspension does not release the Client from paying for services already performed or committed costs.
XTROVERSO is not responsible for delay caused by a justified suspension, but will take reasonable steps to avoid unnecessary harm.
The Administrative Agreement has the duration stated in the Order Confirmation.
An agreement of indefinite duration may be terminated by either party by giving one calendar month's written notice, ending on the final day of a calendar month, unless another notice period is agreed.
A fixed-term or minimum-term agreement may be terminated early by the Client. The Client must then pay:
fees for work already performed;unavoidable third-party commitments;a reasonable termination amount reflecting reserved capacity, less demonstrable costs saved by XTROVERSO.The termination amount must not operate as a punitive charge.
Either party may terminate immediately if the other party:
commits a material breach and fails to remedy it within a reasonable period after written notice;becomes insolvent, enters liquidation or ceases its business;engages in fraud, threats, abuse or serious unlawful conduct;causes a fundamental and irreparable breakdown of the working relationship;cannot lawfully continue the agreement.XTROVERSO may terminate where the Client repeatedly fails to provide information, approvals or payment required for proper performance.
Termination of the Administrative Agreement does not automatically terminate the Professional Agreement.
A notice expressly addressed to both XTROVERSO and Pavan Geraedts may be treated as notice to each provider. Its legal effect remains governed by the respective agreement.
Rights and obligations intended to survive termination remain in effect, including confidentiality, data protection, payment, intellectual property, reliance restrictions and liability provisions.
Following termination, XTROVERSO will stop work in an orderly manner and take reasonable steps to prevent avoidable disruption.
The Client must pay for services performed and authorised commitments up to the effective termination date.
XTROVERSO will provide:
Client originals in its possession;completed Deliverables already paid for;an agreed usable export of the administration;reasonable factual handover information.Substantial migration, reconstruction, conversion or assistance to a successor provider may be charged separately.
XTROVERSO is not required to continue recurring work after termination unless the parties agree on a temporary transition arrangement.
The Client is responsible for appointing a successor and securing access to required systems in time.
Each party retains its pre-existing intellectual-property rights.
XTROVERSO retains the rights to its methodologies, templates, models, workflows, software configurations, know-how and internal materials.
After payment, the Client receives a non-exclusive right to use final Deliverables for the purpose for which they were prepared.
The Client may adapt its own administrative data and records but may not commercially reproduce or distribute XTROVERSO's proprietary templates or methods.
XTROVERSO may use general experience, ideas and know-how gained during the engagement, provided that it does not disclose confidential information or identifiable personal data.
XTROVERSO is liable only for direct loss caused by an attributable failure to perform the Administrative Agreement.
XTROVERSO is not liable to the extent that loss results from:
inaccurate, incomplete or late Client Materials;a Client decision, instruction or failure to act;unauthorised use of a Deliverable;an event or legal change occurring after the relevant work;a failure of a Third-Party System outside XTROVERSO's reasonable control;the work or professional judgment of Pavan Geraedts or another independent provider;the Client's failure to review or mitigate a known issue.XTROVERSO is not liable for indirect loss, including lost profit, lost revenue, loss of opportunity, business interruption, reputational damage or consequential loss.
XTROVERSO's aggregate liability for one event or a series of connected events is limited to:
the amount paid under the applicable liability insurance, increased by the deductible; orif no insurance payment is made for a reason other than XTROVERSO's failure to maintain the agreed insurance, three times the net fees paid or payable for the affected Administrative Services during the preceding twelve months, subject to a maximum of €50,000.Taxes, salary, pension contributions and other principal obligations that the Client was legally required to pay are not themselves loss.
A penalty or interest charge may constitute direct loss only to the extent it was caused directly and exclusively by XTROVERSO's attributable failure and could not reasonably have been avoided.
The limitations do not apply to the extent the loss was caused by fraud, intentional misconduct or deliberate recklessness of XTROVERSO's senior management, or where limitation is otherwise prohibited by mandatory law.
Multiple claims resulting from the same or substantially connected circumstances are treated as one event.
The Client must take reasonable steps to prevent and mitigate loss and must allow XTROVERSO a reasonable opportunity to investigate and, where possible, correct an error.
Liability for Professional Services performed by Pavan Geraedts is governed exclusively by the Professional Agreement and Pavan Geraedts' terms.
The Client will indemnify XTROVERSO against a third-party claim to the extent that the claim results from:
unlawful, inaccurate or misleading Client Materials;the Client's employment, management or payment decisions;the Client's breach of data-protection or record-keeping obligations;unauthorised distribution or use of a Deliverable;the Client's material breach of the Administrative Agreement.The indemnity does not apply to the extent the claim was caused by XTROVERSO's own attributable failure.
XTROVERSO must notify the Client of a relevant claim and allow reasonable participation in its defence, unless this would conflict with legal, insurance or confidentiality obligations.
The Client must notify XTROVERSO of a complaint without undue delay after discovering the relevant issue.
The notice must contain sufficient information for XTROVERSO to investigate.
Submitting a complaint does not automatically suspend payment of an undisputed invoice.
XTROVERSO must be given a reasonable opportunity to explain, correct or reperform the affected Administrative Service where this remains possible.
A delay in complaining affects the Client's rights only to the extent XTROVERSO has suffered material prejudice as a result or the law provides otherwise.
No disciplinary procedure applies to XTROVERSO unless it is expressly imposed by a competent professional or regulatory body.
Neither party is liable for failure or delay caused by circumstances beyond its reasonable control.
Force majeure may include widespread telecommunications failure, government action, cyberattack despite reasonable safeguards, natural disaster, epidemic, war, civil unrest, power failure or prolonged failure of a critical Third-Party System.
The affected party must notify the other party and take reasonable steps to limit the consequences.
Payment obligations for services already performed are not suspended by force majeure.
If force majeure materially prevents performance for more than sixty consecutive days, either party may terminate the affected services without a termination charge.
Operational communications may be sent through the agreed email address or portal.
A formal notice of breach or termination must be sent by email to the designated contact address and, where receipt is disputed, by an additional verifiable method.
Each party must promptly notify the other of changes to its address, email, authorised contacts or legal status.
An electronic notice is considered received when it becomes accessible to the recipient, unless the sender receives an error or non-delivery message.
The Client may not transfer the Administrative Agreement without XTROVERSO's written consent, which will not be unreasonably withheld in connection with a legitimate business succession.
XTROVERSO may transfer the agreement as part of a merger, restructuring or transfer of its business, provided that this does not materially reduce the Client's contractual protection.
XTROVERSO is an independent contractor. Nothing creates employment, partnership, fiduciary representation or general agency.
Neither party may bind the other without express written authority.
No individual employee or director of XTROVERSO is personally a contracting party.
Amendments to an existing Administrative Agreement require written agreement, except as provided in this article.
XTROVERSO may amend these terms for future agreements at any time.
For an ongoing agreement, XTROVERSO may propose an amendment by giving at least thirty days' written notice.
If an amendment materially disadvantages the Client and is not required by law, security or a third-party platform change, the Client may terminate before the amendment takes effect.
If a provision is invalid or unenforceable, the remaining provisions remain effective. The parties will replace the affected provision with a valid provision that most closely reflects its intended commercial purpose.
Failure to enforce a right does not constitute a waiver.
The Administrative Agreement constitutes the entire agreement concerning its subject matter and replaces earlier representations concerning the same scope.
A provision confers rights on a third party only where it expressly states that it is an irrevocable third-party stipulation.
Dutch law applies to the Administrative Agreement and these General Terms and Conditions.
The parties must first attempt to resolve a dispute through good-faith discussions between authorised representatives.
Either party may invite the other to mediation. Mediation is voluntary unless the parties separately agree otherwise.
Nothing prevents a party from seeking urgent interim relief or taking action necessary to preserve a legal right or limitation period.
The courts of the Central Netherlands District Court have exclusive jurisdiction, unless mandatory law requires another competent court.
If these terms are available in more than one language, the English version governs unless the Order Confirmation expressly provides otherwise.
