General Terms and Conditions of eGroup smart business B.V. (Maart 2025)

eGroup smart business offers their customers phone- and secretarial services (hereinafter: services) requiring a special mutual trust between the contracting parties. To take into account such mutual trust and define the rights and obligations of both parties under this contract as comprehensively as possible and make them transparent, but also to set forth the procedures necessary for a smooth process of the actual execution of the contract, the following general Terms and conditions shall apply:

Section 1 Scope of services

(1) eGroup smart business (“eGroup smart business”) provides the services according to the chosen rate, the usual business operations of the customer (see Section 3.7) and the arrangement with the customer. If in the individual case such arrangement is impossible, the services are provided by eGroup smart business in a way which is in accordance with the presumable intentions of the customer. The individual scope of the services depends on the description of the chosen rate.

(2) If and to the extent the scope of the services under the rate chosen by the customer includes the use of one or more eGroup smart business call numbers, this shall not include any right to use certain call numbers or enter such call numbers in any public directory. The purpose of a call number is to be a target number for a call diversion from a number provided to the customer, however, the call number itself is no subject of this contract entered into with eGroup smart business. eGroup smart business remains the owner of any and all rights and obligations to the call numbers granted for the use by customers; after the termination of this contract, the customer shall, in particular, no longer be entitled to use any eGroup smart business call numbers. In case the customer wishes to use any call number of eGroup smart business which does not belong to the local network of its business address, eGroup smart business reserves the right to request proof of the reference of such number to the local network as required under telecommunication law (for example certificate of residency/business registration/entry in commercial register). If the customer fails to present such proof upon request from eGroup smart business, the customer is not entitled to the use of any such call numbers.

(3) If the scope of services of the chosen rate includes call processing in form of a standard greeting of callers, such greeting may also include simple business processes (such as order processing or taking of orders, giving basic information), provided that they follow a scheme which was fixed in advance and is easy to be standardized for eGroup smart business. In this connection eGroup smart business reserves the right to limit the nature and extent of the text provided by the customer to a size which is reasonable in relation to the contract. The customer shall immediately be informed thereof.

(4) If the chosen rate includes a message, for example the recording of notes, at the receipt of telefax messages etc., eGroup smart business may only guarantee the immediate access to such messages in the client portal provided by eGroup smart business. Generally, eGroup smart business only guarantees the timely and proper sending of the message. Timely mail fetching is in any case incumbent on the customer.

(5) eGroup smart business shall always carry out any of the services with great care. However, it cannot totally be excluded that in the individual case information is transmitted to eGroup smart business either incomplete, unclear or incorrect with respect to its content, or that employees of eGroup smart business conceive or forward any information incompletely, unclear with respect to its content or incorrectly. No guarantee for content accuracy and completeness of any of the transmitted information is given.

(6) If eGroup smart business provides the customer with any additional services depending on the chosen rate (for example additional addresses, phone numbers or the like), eGroup smart business equally remains the owner of any rights in such additional addresses, phone numbers or the like. The right of use by the customer is restricted to the term of this contract. There is no right to use after the expiry of this contract. The same applies to any services introduced by eGroup smart business after the conclusion of this contract.

(7) If eGroup smart business makes available to the customer one or more additional offices for employees in addition to the main office, such additional offices may only be used by the customer itself or its employees. Any assignment for the use by third parties or any other of the customer’s companies, either against payment or free of charge, shall be excluded. The wording of the greeting of callers for additional offices shall in any case bear reference to the main office. If the main office is terminated, such termination automatically refers to any of the additional offices.

(8) eGroup smart business reserves the right to temporary restrictions or interruptions of the services for important reason, included, but not limited to the following:

momentary occupancy of all secretarial desks due to non-foreseeable, high call volumes;
maintenance works, repairs etc. required for proper or improved operation;
required technical changes of the system (for example exchange of hardware, connection of new lines etc.).

eGroup smart business takes all reasonable measures to avoid or minimise such restrictions.

(9) eGroup smart business is entitled to instruct third parties with the performance of its obligations, provided, however, that such third parties observe data protection and confidentiality provisions similar to those of eGroup smart business, and provided, that there are no conflicting legitimate interests of the customer. The customer shall accept any such performance by third parties as a performance by eGroup smart business.

(10) eGroup smart business is entitled to subsequently amend or supplement the specification of the services. For that purpose eGroup smart business informs the customer of the respective amendments in writing or in text form. If the amended specification deviates from the current specification and if this is to the detriment of the customer, the customer may within one month from receipt of the notification of change exercise its right to extraordinary termination provided for in such case, otherwise the amendment is deemed to be agreed. In the notification of change the customer is informed by eGroup smart business of the above mentioned notice period and the consequences of a failure to exercise the right of objection. No amendment shall become effective prior to expiry of the one-month period.

Section 2 Beginning of the contract

(1) The contract becomes effective upon the agreed date, however, no later than upon the actual use of the services. The customer receives from eGroup smart business an order confirmation in writing or in text form. Such order confirmation contains the basic provisions agreed between the Parties, including, but not limited to those relating to the beginning of the contract, the specification of the services under the chosen rate as well as the current schedule of prices, unless the latter was sent to the customer together with the offer.

(2) eGroup smart business reserves the right to an identity verification of the customer or its legal representative(s) by way of reasonable measures (presentation of identity card, postal identification procedure or similar), a solvency check and the provision of securities (Sections 5.3 and 5.4). The provision of additional services, which are not free of charge, may also depend on a positive solvency check or the provision of securities.

(3) If at the beginning of this contract the customer is granted a release from basic fees and/or a limited or unlimited balance for the usage-dependent service costs (see Section 4.5), this shall not influence the validity or the term of this contract. In particular, the notice periods provided for in Section 9 shall also be observed and all service costs exceeding the granted balance shall be paid.

(4) If pursuant to Section 2.3 the customer is for a certain period of time granted by eGroup smart business an unlimited balance for usage-dependent service costs, the customer may only use the relating allotment to a reasonable extent necessary for the customer to become acquainted with the service and test it (fair-use-policy). If the free-of-charge usage of the services by the customer considerably exceeds such reasonable extent (for example in connection with marketing activities), eGroup smart business is entitled to premature termination of the period of free-of-charge usage.

Section 3 Duties and obligations of the customer

(1) The customer shall not use the services of eGroup smart business to access or distribute any illegal content – irrespective of the kind and nature of such content. The call numbers or e-mail addresses made available to the customer may not be used for illegally contacting third parties for the purpose of unsolicited advertising or other illegal activities (for example fax or e-mail spamming) and, furthermore, the call numbers or e-mail addresses may in this connection not be mentioned as contact numbers or addresses of the customer. In connection with legal and business relations the customer shall avoid giving the impression that any of the content in its sole responsibility is attributable to eGroup smart business.

(2) The customer shall inform eGroup smart business if the customer or any contact person/representative designated by it is not available on the phone for more than 2 weeks and if, furthermore, such contact person/representative is not in a position to fetch certain messages on the customer’s behalf. The customer shall ensure that all technical equipment used for the reception of messages (mobile phone, fax machine etc.) is ready-to-receive and the customer is solely responsible for the correct connection of call diversions, if any, from its phone main lines to the eGroup smart business call numbers.

(3) The customer shall forthwith inform eGroup smart business of any change of address, the customer’s availability by phone, his banking details, the legal form of his statutory or legal representatives or any other circumstances which are important for the contract.

(4) If the customer fails to fulfil any of its obligations from subpara. 1-3 above, eGroup smart business is entitled to disclose to third parties that it acts as an external service provider for the customer, if this is necessary for the protection of its own interests, including, but not limited to the protection of eGroup smart business’s employees. Any further rights, including, but not limited to the right to extraordinary termination (Section 9.1, at the end, and 9.2.), remain unaffected. In case of violation of any of the obligations under subpara. 3, eGroup smart business is also entitled to charge the customer for the up-dating request with a lump-sum payment in the amount of Euro 5.00 and – in case the customer fails to fulfil such request and appropriate measures are required – a research fee in the amount of Euro 10.00. The customer shall explicitly be entitled to prove that no or only minor damage has arisen. However, eGroup smart business reserve the right to claim further damage, provided that this considerably exceeds the lump-sum amount.

(5) The customer shall protect its client portal and, in particular, secure the allocated pass words against any unauthorised access by third parties – for example by regular changing such pass words – and protect them against loss by appropriate measures. The customer is liable for all losses arising from the disclosure or dissemination of passwords, unless, however, such losses are due to the fault of eGroup smart business as proved.

(6) With respect to the forwarding of change requests relating to the customer’s directions for the greeting of callers, call diversions, messaging options etc. given to eGroup smart business the customer shall exclusively forward such change requests

via phone, indicating the pass word agreed for telephonic use at the beginning of this contract („phone pass word “),
online, via its client portal on or the mobile app, or
via e-mail, from an e-mail address given to eGroup smart business in advance.

The customer agrees that for safety reasons any change requests forwarded to eGroup smart business by any means of transmission other than those listed above will without exception not be executed. The right of eGroup smart business to introduce any other additional identification methods or replace the current identification methods by such other methods remains unaffected.

(7) The customer informs eGroup smart business in time if it is to be expected that the call volume to be handled via the customer’s office – for example in the course of advertising campaigns or the like – will considerably exceed the usual volume. If the call volume considerably exceeds the usual volume, eGroup smart business is entitled to restrict the call processing to the usual volume without further notice.

(8) As soon as the customer gets indications that information might have been forwarded incompletely, unclear with respect to its content or incorrectly by employees of eGroup smart business, (Section 1.5), it shall be the customer’s responsibility to clarify the matter to the extent reasonable for the customer by contacting the caller and/or taking any other appropriate measures in order to avoid impending losses or minimise such losses. The foregoing in particular applies where the information refers to operations which might have major economic or other impacts on the customer’s business or the business of its business partners.

(9) Without the prior consent of eGroup smart business the services may not be transferred to any third parties (for example by way of reselling).

Section 4 Compensation

(1) The compensation for the services is based on the agreed rate. It consists of a monthly basic fee for the provision of the services and the usage-dependent individual fees. Fees are subject to eGroup smart business’s schedule of prices, as amended. All prices are net plus applicable VAT.

(2) Usage-dependent fees are calculated based on the services which are actually provided, i.e. in particular the answering und processing of phone calls and other orders. The payment obligation for phone calls refers to all calls made to the customer‘s eGroup smart business call numbers, even those without usable communication result (dialled wrong number, fax message sent to phone number, trouble calls etc.), unless, however, such calls are due to the fault of eGroup smart business. Any part of a minute shall be rounded up to the full minute.

(3) Billing periods shall be one month, beginning on the calendar day on which the contract begins. Upon request of any of the parties, a deviating beginning of the billing period may be agreed.

(4) The basic fee covers the provision of technical and organisational equipment for the services of eGroup smart business. The basic fee shall become due and payable in advance upon the beginning of each billing period. The usage-dependent fees shall – subject to subpara. 6 below – become due upon expiry of the billing period during which the services have been used by the customer.

(5) If at the beginning of this contract the customer is granted a balance for usage-dependent service costs (starting balance, see Section 2.3) such starting balance shall be consumed within the first month of the contract. The transfer of balances to subsequent billing periods or cash reimbursements shall be excluded.

(6) If the amount of service costs arising within a billing period one or more times exceeds the credit limit agreed upon the conclusion of the contract, the amount shall become due on the day the agreed credit limit is achieved. If no credit limit was agreed at the conclusion of the contract, such credit limit amounts to Euro 100.00. Upon request of any of the contracting parties it may at any time be increased or reduced. An increase of the credit limit may depend on the provision of an adequate security deposit (Section 5.3).

(7) On the due date eGroup smart business issues an invoice to the customer showing the monthly basic fee as well as all individual fees summarized by service groups. The customer shall pay the invoice within the payment term specified in the invoice, or in the absence thereof within [thirty (30) days] after the invoice date. Additional offices are invoiced together with the main office. Invoices may – for example by downloads via the client portal on https://www.eburo.nl/klantlogin – be issued in electronic form, provided that this is in accordance with applicable tax law provisions (see Section 35b Dutch Turnover Tax Act; Wet Omzetbelasting). If a hard copy invoice is required, eGroup smart business may request a reasonable charge for the issuance of such hard copy invoice.

(8) eGroup smart business reserves the right to change service costs. eGroup smart business may increase service costs, in particular, if eGroup smart business itself is faced with price increases by third parties (e. g. increases imposed by fixed-line network operators, cell phone network providers) or any other cost factors within the usual course of business.

(9) eGroup smart business informs the customer of any service cost changes in writing or in text form. If such changes deviate from previous regulations and if this is to the detriment of customer, the customer is entitled to exercise its right to extraordinary termination within one month from receipt of the notification of change, otherwise the change shall be deemed to be accepted. In the notification the customer is advised by eGroup smart business with respect to the above term and the consequences of any failure to comply with it. No changes shall become effective prior to the expiry of the one month term.

Section 5 Collection of service costs; Security; Default; Reimbursement of expenses

(1) The customer revocably authorises eGroup smart business to collect the service costs as well as a security deposit, if agreed (subpara. 3), after the due date either from a current account to be indicated by the customer or from a credit card account. If and to the extent this is necessary, the customer shall grant eGroup smart business a SEPA-direct debiting authorisation or a direct debiting authorisation for a credit card account. In case of payment by credit card a third party may act as billing service for eGroup smart business. In such case the respective invoice contains the name and registered office of such billing service as well as the correct description of the item as shown in the credit card statement. If an account does not have the requisite cover the custodian bank is not bound to honour the debit order. In case of any payment mode other than those set forth in sentence 1 above, eGroup smart business is entitled to charge a lump-sum payment for expenses in the amount of Euro 3.50 per invoice.

(2) All money transfer costs arising in connection with the fulfilment of the customer’s payment obligations shall be borne by the customer. If any direct debit authorisation cannot be carried out due to an account without sufficient balance or due to a return debit note by the customer or due to any other reasons which are not based on the fault of eGroup smart business, the customer shall reimburse eGroup smart business for the amount invoiced by its online billing service for such return debit note.

(3) In case of reasonable exceptions (e. g. assignment of particularly cost-intensive services, such as international call diversion, special rate numbers, mail service address etc., negative credit information regarding the customer, lack of direct debiting authorisation of a current account or credit card account) eGroup smart business shall be entitled to request the provision of an adequate deposit as security for its service cost claims. The security deposit shall bear no interest. In case of cessation of the reason for the security the deposit shall upon request of the customer immediately be returned.

(4) In case of an assignment by a limited liability company or a partnership with limited liability eGroup smart business may in addition to the provision of a security deposit also require the co-signing by a natural person or the provision of an equal-value security for future claims that may arise from this contract.

(5) If the customer is in default with respect to the service costs, eGroup smart business is notwithstanding any further rights – including, but not limited to claims for interest for default and termination – entitled to cease the services after a respective notification. However, the obligation to pay basic fees, if any, shall continue to exist. For any collection letters sent after the default has occurred the customer shall make a lump-sum payment in the amount of Euro 5.00, each. The customer may prove that no or only minor damage has arisen.

6) If eGroup smart business is due to any statutory provision or binding court decision bound to disclose to any third party any information with regard to the subject matter, the nature or scope of this contract (for example vis-à-vis investigative agencies), eGroup smart business is entitled to request from the customer the payment of a lump-sum reimbursement of expenses in the amount of Euro 30.00/hour for the relating effort. The customer may prove that no or only less expenses have arisen.

Section 6 Objections against calculation of service costs; Counter claims

(1) Any objections by the customer with respect to the calculation of service costs shall be directly addressed to eGroup smart business within a period of eight weeks from receipt of the invoice. The invoice shall be deemed to be accepted if the customer does not object to it within the above mentioned term. In each invoice the customer is advised by eGroup smart business with respect to the above term and the consequences of any failure to comply with it. Statutory claims shall remain unaffected.

(2) In case of any objections made by the customer, the payment obligations continue to exist, unless, however, the objections are accepted by eGroup smart business as being justified or unless eGroup smart business does not comment on the objections in a well-founded statement within a reasonable period of time or unless the objections have been recognized by declaratory judgment. The customer is, in particular, not entitled to reclaim any amounts already paid (return debit note).

(3) Claims by eGroup smart business may only be set off by the customer against undisputed and legally binding counter claims. The right to refuse performance or the right of retention may only be exercised by the customer for undisputed or legally binding counter claims. A right of retention may only be exercised by the customer if the customer’s counter claim arises from the same contract.

Section 7 Data protection

Personal data in connection with this contract are collected, stored and processed by eGroup smart business in accordance with applicable statutory provisions. Details may be accessed by the customer at any time via https://www.eburo.nl/databescherming

Section 8 Liability

(1) eGroup smart business shall only be liable for any damage – irrespective of the legal reason, contractual or non-contractual – if such damage is based on willful intent or gross negligence by eGroup smart business or the violation of any of the obligations of eGroup smart business, whose fulfilment is essential for the proper execution of the contract in the first place, and on whose compliance the customer may generally rely (material contractual obligation). In case of any negligent violation of material contractual obligations the liability of eGroup smart business is limited to damages which are characteristic and foreseeable with respect to this contract and furthermore, the liability of eGroup smart business is limited to an amount equal to the triple of the previous average monthly turnover of the affected customer. In case of any negligent violation of material contractual obligations eGroup smart business shall not be liable for consequential damages, including, but not limited to loss of profit. Any further claims for damages shall – subject to subpara. 2 – be excluded.

(2) The provisions of subpara. 1 do not apply to damages due to a violation of life, body and health or financial losses based on the rendering of telecommunication services. Telecommunication services are services which consist as a whole or basically in the transmission of signals via telecommunication networks, for example, in connection with the forwarding of phone calls. In this respect applicable provisions of law apply. Liability under the product liability act shall also remain unaffected.

(3) The liability of eGroup smart business for financial losses due to transmission errors between the customer, i.e. the customer’s own customers and employees of eGroup smart business, shall be excluded, in particular, if the customer failed to fulfil its obligation to prevent or mitigate damages (Section 3.8) and/or forward any change request via any communication channel other than those mentioned in Section 3.6.

(4) The liability of eGroup smart business for damages due to failure, disturbance or the incorrect operation of third party machines or equipment – including but not limited to telecommunication service providers, such as KPN or cell phone network operators and service providers – and any damages based on Acts of God, shall be excluded, unless, however, any such damages are due to the fault of eGroup smart business pursuant to subpara. 1 and 2.

(5) Any claims for damages against eGroup smart business shall be made by the customer within 6 months from the date the customer became aware of the circumstances constituting the claim – however, no later than 5 years after the date the claim arose, regardless of the customer’s knowledge. This shall not apply to violations of life, body, health or freedom or the liability for intent.

(6) If and to the extent liability of eGroup smart business is excluded or limited under the above provisions, this shall also apply to the liability of any of the employees, representatives or vicarious agents of eGroup smart business.

Section 9 Termination; Change of Rate; Amendment of these terms & conditions

(1) Within the first 2 months after the beginning of this contract the parties may with immediate effect daily terminate the services. Basic fees which already became due and payable at the time of such termination by the customer (Section 4.4) remain fully payable and will not be reimbursed. Thereafter the notice period is 1 month to the end of the billing period. With respect to longer terms, notice periods shall for both parties be as follows:

(a) one year after the beginning of this contract: two months to the end of a billing period,
(b) three years after the beginning of this contract: three months to the end of a billing period.

The same shall apply to separately assigned features, unless no special notice periods have been agreed for such special features. The right to – extraordinary (if applicable) – termination for important reason remains unaffected.

(2) eGroup smart business is, in particular, entitled to extraordinary termination for important reason in any of the following cases:

(a) the customer changes the address given at the conclusion of this contract and fails to inform eGroup smart business without request to do so within 14 days; address does not mean post office box or similar;
(b) the customer is in default with respect to the payment of service costs from two invoices;
(c) the customer is in default with respect to the payment of service costs in an amount exceeding double the amount of the credit limit (Section 4.6);
(d) the customer violates by negligent behaviour any of the provisions of this contract and fails to remedy such violation within a reasonable period of time after receipt of a written warning from eGroup smart business. In case of major violations no such warning is required;
(e) there are major and plausible indications that the customer’s business conduct is immoral (Section 3:40 Dutch Civil Code, BW) or violates any statutory provision (Section 3:40 Dutch Civil Code, BW);
(f) insolvency proceedings against the assets of the customer have been opened.

(3) In case of termination the customer may continue to use the client portal via https://www.eburo.nl/klantlogin including the free e-mail tool. The above may be terminated by both parties at any time without notice and without stating any reasons. The use of the client portal is subject to the provisions of Section 3.1, Sections 7 and 10 as well as Section 8, provided that within the scope of Section 8.1 eGroup smart business shall even with respect to the violation of material contractual obligations only be liable if such violations are due to gross negligence or intent.

(4) Any termination by the customer shall be made as follows:

on the phone via the customer hotline +31 205 320 767 indicating the password agreed for telephonic use at the beginning of this contract („phone password “), within business hours from 9 a.m. to 6 p.m.,
in writing by letter to be sent to eGroup smart business B.V., Spaces Zuidas II, Barbara Strozzilaan 101, 1083 HN, Amsterdam, or
in text form by fax message to be sent to +31 205 320 843 or by email to customersupport@eburo.nl.

In any case the customer immediately receives from eGroup smart business a confirmation of the termination.

(5) A termination by eGroup smart business may be made in writing or in text form. A termination in writing shall also be deemed to have been received by the customer if sent to the address last given by the customer, even if it was impossible to deliver the termination to such address or if it was not accepted.

(6) The refusal by the customer of the services provided by eGroup smart business shall not replace an explicit termination of the contract, even if such refusal continues for a longer period of time.

(7) A change of rate may be requested within a period of three business days to the beginning of the next billing period (Section 4.3). Additional offices and other extensions may additionally be booked with effect from the following business day; any termination of the main office shall also refer to the additional offices.

(8) eGroup smart business is entitled to subsequently amend or supplement these general terms & conditions. In such case eGroup smart business informs the customer of any such amendments in writing or in text form. If the customer does not within one month from receipt of such notification object to the amendments, the amendments shall become part of this contract. In case of an objection from the customer, however, the original conditions shall continue to be in force. In the notification of change the customer is informed by eGroup smart business of the above-mentioned period and the consequences of the failure to exercise the right of objection.

(9) If new services are introduced by eGroup smart business, such new services may by subject to supplementary terms & conditions.

Section 10 Form of declarations of intention; Transfer of contract; Applicable Law; Place of jurisdiction

(1) If and to the extent these general terms & conditions require to be made available to the customer, this shall be deemed to have been observed by eGroup smart business, if such declaration was sent to the customer via e-mail and if the customer may retrieve the declaration from the inbox of its client portal via https://www.eburo.nl/klantlogin. The declaration shall also be deemed to have been received at the latest one week from receipt in the client portal, even if it was not retrieved by the customer. The same applies to all other declarations made in connection with this contract, unless no stricter form as text form – including, but not limited to written form – is required.

(2) eGroup smart business is entitled to transfer its rights and obligations under the contract to any third party, provided, however, there are no conflicting legitimate interests of the customer, and the third party, in particular, guarantees the provision of the services according to contract, and if there are no doubts with respect to the third party’s solvency and economic capacity. In case of a transfer of contract the customer is entitled to terminate the contract without notice. Such right to termination without notice, however, expires if the customer fails to object to the transfer of contract within one month from receipt of a respective notification. In such notification the customer is advised of the objection period and the consequences of a failure to exercise the right of objection. No transfer of contract shall become effective prior to expiry of the one-month period.

(3) The Dutch version of these general terms & conditions shall be the only binding version. The Dutch version shall be the only relevant version with respect to the content of these general terms and conditions and the rights and obligations hereunder. Any other versions in any other languages are non-binding translations for information purposes only.

(4) This contract between eGroup smart business B.V. and the customer shall exclusively be governed by Dutch law to the exclusion of the UN Convention on contracts for the International sale of goods. Subject to any other provisions the same shall apply to the definition of the time of day, public holidays or any other temporary or spatial parameters.

(5) As far as the contracting parties may dispose of it, the place of fulfillment for all contractual claims of the parties is the registered office of eGroup smart business. All disputes arising in connection with this Agreement, shall to the extent not amicably settled, be brought exclusively before the competent court in Amsterdam.

(6) If any of the provisions of these general terms & conditions are invalid as a whole or in part, the validity of the other provisions hereunder shall remain unaffected. The parties shall replace the invalid provision by a provision which legally comes as close as possible to what the Parties intended by entering into this contract.