1. Parties and Scope

1.1 Parties

These Terms and Conditions (hereinafter the "T&C") are made by and between:

The Professional:

Stephen Anthony Mulroy, trading as Táin Bó Marketing Consulting, a sole proprietorship (eenmanszaak) registered with the Netherlands Chamber of Commerce (KvK) under number 99300923, with registered address at Wiekenhof 2, 5712 MA, Someren, the Netherlands, and European VAT number NL005380301B55.

AND

The Client:

The natural person or legal entity identified in the Quote issued by the Professional and accepted in accordance with Article 1.2 of these T&C.

Collectively, the Professional and the Client are referred to as the “Parties.”

1.2 General Information

1.2.1 Provision of the T&C

These T&C are provided to the Client together with the Quote, prior to the engagement. The Client acknowledges that they have read, understood, and agree to be bound by these T&C, and shall be deemed to have had the opportunity to read and review them prior to acceptance.

1.2.2 Formation of the Agreement

Acceptance of the Professional's Quote constitutes the Client's unconditional acceptance of these T&C in their entirety. Upon acceptance of the Quote by the Client, these T&C become legally binding on both the Client and the Professional. This Agreement shall enter into force on the date the Client accepts the Quote (the "Effective Date").

1.2.3 Mechanisms of Acceptance

The Quote shall be deemed accepted by the Client upon the occurrence of the earliest of the following events:

● the Client confirms acceptance in writing, including by email, by expressly stating their agreement to the Quote;

● the Client signs the Quote, whether by hand, electronic signature, or through a digital acceptance mechanism provided by the Professional;

● the Client makes payment of any amount specified in the Quote, including the initial payment under Article 3.2;

● the Client begins cooperating with the engagement in a manner consistent with acceptance, including but not limited to providing materials, granting system access, or attending an onboarding or kick-off meeting.

1.2.4 Nature of the Relationship

The Professional is and shall remain an independent contractor, registered with the Chamber of Commerce (KVK), and not an employee, agent, partner, or joint venturer of the Client. These T&C do not create an employment relationship between the Client and the Professional.

The Professional shall determine the method, manner, and means by which the work is performed. In particular, the Professional:

● determines his own working hours and is not required to be available during the Client's standard business hours or any other fixed schedule;

● works from his own premises and is under no obligation to attend the Client's offices;

● organises his workload, tools, and working methods according to his own professional judgement;

● is free to work for other clients in parallel, subject to the confidentiality obligations set out in Article 4.

The Professional's obligation is an obligation of means (inspanningsverplichting) focused on delivering the agreed services and deliverables within the timeframes set out in the Quote, rather than an obligation to be available at specific times or locations.

1.2.5 Governing Language

The governing language of these T&C is English, and the English text alone constitutes the entire and valid agreement. Any translation that the Professional may provide to the Client is solely for informational use and holds no binding force. The original English version shall prevail in the event of any conflict.

1.3 Scope of Services

The Professional provides marketing services consulting, including but not limited to the following:

● Strategic marketing consulting: marketing strategy development, roadmap creation, go-to-market planning, brand and product positioning, content strategy, marketing audits, competitive analysis, and thought leadership positioning;

● Tactical marketing support: campaign planning and execution, performance marketing strategy, content development and content creation, account-based marketing (ABM), digital marketing, lead generation, event and trade show planning, and sales enablement;

● Interim and project-based marketing leadership: marketing operations support, temporary marketing manager coverage, project-based team augmentation, and transition support during expansion periods.

The specific scope of work, deliverables, timeline, and fees for each engagement shall be detailed in the Quote.

1.4 Services Expressly Excluded

Unless otherwise expressly agreed in writing in the Quote, the Professional does not provide the following services directly: desktop design, video content creation, website design, email marketing platform management, or digital marketing campaign execution. Where such services are required by the Client, the Professional may coordinate their delivery through third-party specialists or agencies, subject to the Client’s prior approval.

2. Execution of the Terms and Conditions

2.1 Obligations of the Professional

The Professional undertakes to:

● perform the services with reasonable skill, care, and diligence, in accordance with the scope defined in the Quote;

● deliver the agreed work within the deadlines specified in the Quote, or within a reasonable timeframe where no specific deadline has been agreed;

● keep the Client reasonably informed of the progress of the engagement;

● notify the Client promptly of any circumstances likely to affect the delivery of the agreed services.

The Professional shall remain reasonably available for meetings, calls, and communications directly related to the engagement, including regular check-ins, progress reviews, and ad hoc discussions needed to advance the project. Such meetings shall be scheduled by mutual agreement at times that suit both parties, whether held remotely or in person.

Where the nature of a specific meeting or event reasonably requires the Professional's physical presence at a Client location (for example, a workshop, a kick-off session, or a live event), the Parties shall agree on the arrangements in advance, and any related travel and accommodation costs shall be handled as specified in the Quote.

The Professional may engage third-party subcontractors (including but not limited to agencies, freelancers, and specialists) in connection with the performance of the agreed services. The Professional shall remain responsible towards the Client for the coordination of such subcontractors and shall ensure that appropriate confidentiality obligations are in place, in accordance with Articles 4.2. The engagement of subcontractors does not affect the Professional's obligations under these T&C.

Where a new or additional scope of work is proposed during an ongoing engagement, the Professional shall issue a revised or supplementary Quote before commencing such work. The terms of these T&C shall apply to any such supplementary Quote unless the parties expressly agree otherwise in writing.

2.2 Obligations of the Client

2.2.1 Obligations During the Engagement

The Client undertakes to:

● provide the Professional with all information, materials, access, and cooperation reasonably necessary for the performance of the services in a timely manner;

● provide access to shared systems, platforms, tools, and accounts that are required for the performance of this contract;

● designate a primary contact person authorised to make decisions on behalf of the Client in connection with the engagement;

● review and provide feedback on deliverables within a reasonable timeframe, as agreed in the Quote or as otherwise communicated by the Professional;

● pay all invoices in accordance with section 3 of these T&C.

Delays caused by the Client’s failure to fulfil the above obligations shall not be attributable to the Professional, and the Professional shall not be liable for any resulting delay in delivery.

2.2.2 Obligations After the End of the Engagement

Upon termination or completion of the engagement, the Client shall:

● promptly revoke the Professional’s access to all shared systems, platforms, tools, and accounts;

● settle all outstanding invoices in accordance with section 3;

● not misrepresent the Professional’s work or present deliverables as having been created by the Client or a third party, where doing so could damage the Professional’s reputation.

2.2.3 Non-Solicitation

Where the Professional engages or introduces third-party service providers, freelancers, agencies, or specialists (hereinafter “Subcontractors”) in connection with the performance of services under these T&C, the Client undertakes not to directly solicit, recruit, contract with, or otherwise engage such Subcontractors for the same or substantially similar services, during the engagement.

This non-solicitation obligation applies solely to Subcontractors whom the Client was introduced to or became aware of through the Professional in the course of the engagement. It does not apply to Subcontractors with whom the Client had a pre-existing, documented working relationship prior to the Effective Date.

In the event of a breach of this clause, the Client shall be liable to pay the Professional a penalty of twenty-five percent (25%) of the total annual fees charged by the solicited Subcontractor to the Client, without prejudice to the Professional’s right to claim further damages where the actual loss exceeds this amount.

The parties may agree in writing to waive or modify this non-solicitation obligation in relation to a specific Subcontractor, provided that such waiver is recorded in the Quote or in a separate written agreement signed by both parties.

3. Fees and Payment Terms

3.1 Quote and Fees

Prior to the commencement of any engagement, the Professional shall provide the Client with a formal Quote detailing the scope of services, specific deliverables, the corresponding fees, and the applicable payment method.

The fees for the Professional’s services are calculated based on the type of engagement, as follows:

● Project-based engagement: a fixed fee for a defined scope of work, as specified in the Quote;

● Retainer engagement: a fixed monthly fee for an agreed number of hours per month, with activities to be agreed in advance;

● Interim consulting engagement: a fee calculated on the basis of the agreed commitment level for a defined period.

All fees are stated in Euros (€) and are exclusive of any applicable sales tax (VAT), unless otherwise specified in the Quote.

3.2 Payment Schedule

Unless otherwise agreed in writing in the Quote, the following default payment terms shall apply according to the type of engagement.

3.2.1 Project-Based Engagements

Unless the Parties agree on a different payment arrangement in the Quote, the following default payment terms shall apply to project-based engagements:

● Upon acceptance of the Quote, the Client shall pay an initial instalment equal to fifty percent (50%) of the total fee. The Professional shall issue an invoice for this initial payment. This payment is due within fifteen (15) working days of the invoice date and must be received by the Professional before work commences.

● The remaining fifty percent (50%) of the total fee shall be invoiced by the Professional upon completion of the agreed deliverables. This final invoice is due within thirty (30) days of the invoice date.

The Parties may agree on any alternative payment arrangement — including but not limited to staggered milestone payments, a different split between initial and final payments, or full payment upon completion — provided that such arrangement is expressly set out in the Quote.

3.2.2 Retainer Engagements

Unless the Parties agree on a different payment arrangement in the Quote, the following default payment terms shall apply to retainer engagements:

● The Professional shall issue an invoice to the Client at the start of each monthly service period, covering the agreed retainer fee for that period. Each invoice is due within thirty (30) calendar days of the invoice date.

● Where the engagement begins or ends partway through a calendar month, the fee for that month shall be calculated on a pro-rata basis.

3.2.3 Interim Consulting Engagements

Unless the Parties agree on a different payment arrangement in the Quote, the following default payment terms shall apply to interim consulting engagements:

● The Professional shall issue an invoice to the Client at the start of each monthly service period, based on the agreed commitment level as specified in the Quote. Each invoice is due within thirty (30) calendar days of the invoice date.

● Where the engagement begins or ends partway through a calendar month, the fee for that month shall be calculated on a pro-rata basis.

3.2.4 General Provisions Applicable to All Engagement Types

All invoices shall be payable in euros. Payment shall be deemed received on the date the funds are credited to the Professional's bank account.

3.3 Consequences of Non-Payment

If the Client fails to remit payment by the specified due date:

• Interest: The Client shall be immediately liable to pay interest on the outstanding amount at the statutory commercial interest rate applicable in the Netherlands (wettelijke handelsrente), calculated from the day following the payment due date until full and final settlement.

● Suspension of work: If any invoice remains unpaid for more than seven (7) working days after the due date, the Professional shall be entitled to suspend all services with immediate effect upon written notice to the Client. During the suspension period, all deadlines and delivery commitments shall be deemed extended by the duration of the suspension. Services shall not resume until all outstanding amounts, including accrued interest, have been paid in full. The Professional shall not be liable for any loss, delay, or consequence arising from or connected to such suspension.

● Collection costs: The Client shall be liable for all reasonable costs incurred by the Professional in collecting the outstanding payments, including the statutory minimum collection fee of €40, as well as any legal fees and collection agency charges.

● Termination: If payment remains outstanding for more than thirty (30) days after the due date, the Professional shall be entitled to terminate these T&C with immediate effect by written notice. In the event of termination for non-payment, all amounts already paid shall be retained by the Professional as compensation for work performed, and the Client shall have no right to use any of the deliverables created up to that point.

4. Confidentiality

4.1 Confidential Information

Each party undertakes not to disclose any confidential information received from the other party in the course of the engagement to any third party, except where strictly necessary to fulfil its obligations under these T&C or where required by law.

For the purposes of these T&C, confidential information includes, but is not limited to: business strategies, marketing plans, client data, financial information, internal processes, campaign performance data, and any other information that the disclosing party reasonably considers sensitive.

Given the nature of marketing consulting, the Professional frequently operates with products, technologies, services, or brand strategies that have not yet been publicly announced or launched. The parties acknowledge that all information relating to unreleased or pre-launch products, services, features, pricing, positioning, or go-to-market strategies shall be treated as confidential by default, without the need for the disclosing party to expressly designate such information as confidential at the time of disclosure. This obligation applies from the moment the information is shared and shall continue until the relevant product, service, or strategy has been made publicly available by the Client, or until the information otherwise ceases to be confidential under the terms of this article.

Information that is or becomes publicly known through no act or omission of the receiving party shall not be considered confidential information under these T&C.

4.2 Specific Obligations of the Professional

Given the nature of marketing consulting, the Professional may gain access to commercially sensitive information, including brand positioning strategies, competitive intelligence, campaign budgets, customer data, and go-to-market plans. The Professional acknowledges the sensitive nature of such information and commits to treating it with the highest degree of confidentiality.

Where the nature of the engagement requires the Professional to interact with third parties (such as agencies, freelancers, or platform providers) the Professional commits to entering into appropriate non-disclosure agreements or confidentiality clauses with such third parties where reasonably required by the Client, provided that such obligations do not unreasonably restrict the Professional’s ability to perform the agreed services.

4.3 Client Anonymity Request

Where the Client expressly requests, in writing, that the Professional not disclose the Client’s identity or the existence of the working relationship, the Professional shall:

● refrain from naming the Client or identifying them in any public or private communication;

● refrain from recommending the Client or referring to them by name in professional or commercial contexts.

The Professional shall, however, retain the right to reference the engagement in general terms for portfolio or business development purposes (for example, by describing the work as performed for “a technology company in the Netherlands” or “a B2B SaaS business”) without disclosing any information that could reasonably identify the Client.

Such an anonymity request must be made in writing prior to or at the commencement of the engagement. Requests made after the Professional has already publicly referenced the relationship shall apply prospectively only.

5. Intellectual Property Rights

5.1 Background Intellectual Property

These T&C do not transfer or grant any rights over the pre-existing intellectual property of either party. Each party retains full ownership of their respective background intellectual property, including but not limited to trademarks, methodologies, trade secrets, and any materials created independently of the engagement.

Each party undertakes not to use the other party's background intellectual property for any purpose other than the performance of obligations under these T&C, unless expressly authorised in writing.

5.2 Ownership of Deliverables

Upon receipt of full payment for the relevant services, the copyright in the deliverables created by the Professional in the course of the engagement, including but not limited to marketing strategies, content, campaign plans, presentations, reports, brand guidelines, and other written or visual materials, shall transfer to the Client.

Until full payment has been received, all intellectual property rights in such deliverables remain vested in the Professional.

For the avoidance of doubt, ownership transfer applies solely to deliverables created specifically for the Client under the engagement. It does not extend to the Professional’s pre-existing tools, templates, frameworks, or methodologies that may have been used or adapted in the creation of those deliverables.

5.3 Client’s Right to Use Deliverables

Upon transfer of ownership, the Client may:

● use the deliverables internally within their business;

● use the deliverables in their own marketing and communications;

● adapt or modify the deliverables to suit their business needs;

● share the deliverables with employees, contractors, or third parties where necessary for internal business purposes.

The Client may not resell, sublicense, or otherwise commercially exploit the deliverables as standalone products or services without the Professional’s prior written consent.

The Client may not use the Professional’s name, branding, logo, or likeness in any marketing, promotional, or public-facing materials without prior written approval from the Professional.

5.4 Professional’s Right to Use

Subject to the confidentiality provisions set out in section 4 of these T&C, and unless the Client has submitted a written anonymity request in accordance with clause 4.3, the Professional shall be entitled to:

● reference the Client’s name and logo in the Professional's portfolio and marketing materials;

● describe the work performed in general or specific terms for business development purposes;

● use visuals or documents created during the engagement as portfolio examples;

● reproduce testimonials or quotes provided by the Client, where the Client has given their express consent to do so.

Where the Client has submitted a written anonymity request, the Professional’s portfolio rights shall be limited as set out in clause 4.3.

5.5 Moral Rights

The Professional retains the right to be identified as the creator of the deliverables where appropriate, in accordance with applicable intellectual property law. The Client shall not misrepresent the origin of the deliverables or present them as their own original creation in any context that could damage the Professional’s professional reputation.

5.6 Risk Acknowledgement / Brand and Reputational Impact

The Client acknowledges that marketing consulting involves the development of positioning, messaging, and communications strategies that may have a direct impact on the Client’s brand and public perception. The Professional shall exercise reasonable professional care in the development of all deliverables. However, the Client retains final approval authority over all materials before publication or distribution, and the Professional shall not be liable for any reputational or commercial consequences arising from the Client’s decision to implement, modify, or publish deliverables without the Professional’s prior review.

6. Data Protection and Privacy

6.1 General Commitment

The Professional processes all personal data relating to the Client and their business with due care and in full compliance with the General Data Protection Regulation (EU Regulation 2016/679, hereinafter "GDPR") and any other applicable data protection legislation.

By entering into an agreement with the Professional, the Client acknowledges having read and understood the applicable privacy provisions.

6.2 Personal Data Collected and Legal Basis

In the course of the engagement, the Professional may collect and process the following categories of personal data:

● identification and contact details of the Client and the Client's designated contact persons (name, email address, phone number, job title);

● billing and payment information necessary for invoicing purposes;

● professional correspondence and project-related communications.

The legal basis for this processing is the performance of the contract between the parties, within the meaning of Article 6(1)(b) of the GDPR. Where the Professional uses the Client's name, logo, or project description for portfolio or business development purposes in accordance with Articles 4.3 and 5.4, the legal basis is the Professional's legitimate interest within the meaning of Article 6(1)(f) of the GDPR.

6.3 Processing of Client Data on Behalf of the Client

Where the performance of the agreed services requires the Professional to access, handle, or process personal data belonging to the Client's own customers, contacts, or stakeholders (for example, CRM data, mailing lists, campaign audience data, or analytics data), the Professional shall act as a data processor and the Client shall act as the data controller, as those terms are defined under the GDPR.

In such cases, the parties shall enter into a separate Data Processing Agreement in accordance with Article 28 of the GDPR prior to the Professional accessing any such data. The Client remains solely responsible for ensuring that any personal data shared with the Professional has been collected lawfully and that a valid legal basis exists for its processing.

Where the Client processes personal data relating to the Professional (including but not limited to billing details and contact information), the Client shall handle such data with due care and in compliance with the GDPR.

6.4 Data Retention

The Professional shall retain personal data relating to the Client for the duration of the engagement and for a period of seven (7) years following its termination, in accordance with Dutch fiscal and commercial record-keeping obligations. Project-related correspondence and working files that are not required for legal or fiscal purposes shall be deleted or anonymised within one year of the end of the engagement, unless the Client requests earlier deletion.

Where the Professional has processed personal data on behalf of the Client in the capacity of data processor, such data shall be returned to the Client or deleted within thirty (30) days of the end of the engagement, in accordance with the applicable Data Processing Agreement.

6.5 Data Subject Rights

The Client may at any time exercise their rights under the GDPR, including the right to access, rectify, erase, or restrict the processing of their personal data, by contacting the Professional in writing. The Professional shall respond to any such request within thirty (30) days of receipt.

6.6 Data Breach Notification

In the event of a personal data breach affecting personal data processed under these T&C, the affected party shall notify the other party without undue delay, and in any event within seventy-two (72) hours of becoming aware of the breach. The notification shall include, to the extent reasonably available: a description of the nature of the breach, the categories and approximate number of data subjects affected, the likely consequences of the breach, and the measures taken or proposed to address the breach.

6.7 Privacy Policy

The Professional's Privacy Policy, which sets out in further detail how personal data is collected, used, shared, and protected, shall be made available on the Professional's website once established. In the interim, the Client may request a copy of the Privacy Policy by contacting the Professional directly.

7. Liability

7.1 Limitation of Liability

Neither party's liability for any loss or damage arising out of or in connection with the performance or non-performance of obligations under these T&C shall exceed direct damages caused by that party's own demonstrable fault, gross negligence, or wilful misconduct. Neither party shall be liable for any indirect, consequential, or incidental loss or damage, including but not limited to loss of revenue, loss of profit, loss of data, reputational damage, or loss of business opportunities, even if that party has been advised of the possibility of such loss.

7.2 Cap on Liability

Except in cases of gross negligence or wilful misconduct, the Professional’s total aggregate liability under or in connection with these T&C shall not exceed the total fees paid by the Client in the three (3) months preceding the event giving rise to the claim.

7.3 Third-Party Tools and Service Providers

The Professional shall not be liable for any delays, interruptions, errors, or damages arising from or connected to the use of third-party software, platforms, or service providers used in the delivery of services, including but not limited to Google Workspace, HubSpot, Mailchimp, LinkedIn, Canva, Trello, Slack, Microsoft 365, Claude, and Apple iOS applications (including native mail and calendar). The Client acknowledges that such tools are subject to their own terms of service and that the Professional has no control over their availability or performance.

7.4 Force Majeure

Neither party shall be held in breach of these T&C where failure to perform results from a Force Majeure event.

For the purposes of these T&C, Force Majeure means any cause or circumstance beyond the affected party's reasonable control that permanently or temporarily prevents the fulfilment of its obligations, including but not limited to: war or danger of war, civil unrest, natural disasters (including fire, flood, or earthquake), riot, strike, transport disruptions, computer system failures, power outages, pandemic, epidemic, or any other threat to public health, and prolonged illness.

Where a Force Majeure event occurs, the affected obligations shall be suspended for the duration of the event. The affected party shall notify the other party as soon as reasonably practicable upon becoming aware of a Force Majeure situation.

7.5 Termination for Prolonged Force Majeure

If a Force Majeure event continues for more than sixty (60) consecutive days, either party shall be entitled to terminate the engagement, or the affected part thereof, by written notice to the other party, without liability for damages or compensation on either side.

7.6 Indemnification

The Client shall indemnify the Professional against any third-party claims arising from materials, information, or specifications provided by the Client to the Professional, where such claims arise from the Client's failure to obtain the necessary rights, licences, or permissions.

The Professional shall indemnify the Client against any third-party claims arising from the Professional's own original creative work (excluding any Client-provided materials), where such claims arise from the Professional's failure to ensure the originality of his creative contributions.

The indemnification obligations set out in this article shall be subject to the liability cap in Article 7.2, except in cases of gross negligence or wilful misconduct. The Professional's indemnity does not extend to claims arising from third-party tools, templates, or content libraries used in accordance with their respective licence terms.

8. Term and Termination

8.1 Term

These T&C shall enter into force on the Effective Date and shall remain in force until the Professional has completed the services as defined in the Quote and received all payments due under these T&C, unless terminated earlier in accordance with the provisions below.

8.2 Termination for Convenience

8.2.1 Project-Based Engagements

Either party may terminate the engagement for convenience by providing the other party with thirty (30) calendar days' prior written notice.

In the event the Client terminates for convenience, the Professional shall be entitled to retain payment for all work completed up to the termination date, calculated on a pro-rata basis according to the percentage of completion, plus any expenses already incurred by the Professional on the Client's behalf. Where the initial instalment exceeds the value of work completed, the Professional shall refund the excess within thirty (30) calendar days of termination. The Client shall have no right to use any deliverables for which full payment has not been received.

In the event the Professional terminates for convenience, the Professional shall refund the portion of the first instalment corresponding to work not yet performed, calculated on a pro-rata basis. The Professional shall remain entitled to full payment for all work completed and expenses incurred up to the date of termination.

Upon termination by the Professional, the Client shall be entitled to use any deliverables for which full payment has been received, in accordance with Article 5.

8.2.2 Retainer Engagements

Either party may terminate the engagement for convenience by providing the other party with written notice. Termination shall take effect at the end of the calendar month in which notice is received, provided that notice is given at least thirty (30) calendar days before the end of that month. Where notice is given less than thirty (30) calendar days before the end of the month, termination shall take effect at the end of the following calendar month.

The Client shall remain liable for the full retainer fee applicable to the final month of the engagement. The Professional shall complete all work reasonably possible within the remaining period.

8.2.3 Interim Consulting Engagements

Minimum engagement period

Where the Quote specifies a minimum engagement period, neither party may terminate the engagement for convenience before the expiry of that minimum period. Termination for cause under Article 8.3 remains available at all times regardless of the minimum engagement period.

If the Client terminates the engagement during the minimum engagement period, the Client shall remain liable for payment of the full fees applicable to the remainder of the minimum period, in addition to any amounts due for work already performed and expenses already incurred.

If the Professional terminates the engagement during the minimum engagement period, the Professional shall refund any amounts paid by the Client for services not yet rendered as at the effective date of termination, within thirty (30) calendar days.

Termination after the minimum engagement period

After the minimum engagement period has elapsed, either party may terminate the engagement for convenience by providing the other party with thirty (30) calendar days' prior written notice.

Where no minimum engagement period is specified

Where the Quote does not specify a minimum engagement period, either party may terminate the engagement for convenience at any time by providing the other party with thirty (30) calendar days' prior written notice.

Notice period and effect of termination

Termination shall take effect at the end of the calendar month following the month in which notice is received. The Client shall remain liable for the full fee applicable to the notice period. The Professional shall continue to perform the agreed services during the notice period.

8.2.4 General Provisions Applicable to All Terminations for Convenience

In all cases of termination for convenience, the Professional shall be entitled to retain payments for all work performed up to the effective date of termination. Any amounts paid in advance corresponding to work not yet performed shall be refunded on a pro-rata basis within thirty (30) calendar days of termination. This provision is without prejudice to the Client's liability for the remainder of a minimum engagement period under Article 8.2.3, where applicable.

8.3 Termination for Cause

Either party may terminate the engagement with immediate effect by written notice to the other party in the following circumstances:

● The other party commits a material breach of any provision of these T&C and fails to remedy that breach within fourteen (14) working days of receiving written notice specifying the nature of the breach; or

● The other party becomes insolvent, is subject to bankruptcy proceedings, is placed into receivership, or becomes subject to any analogous insolvency proceedings under applicable law.

8.4 Effects of Termination

Upon termination for any reason, the following shall apply:

● The Client shall immediately settle all outstanding fees for services rendered up to the date of termination, together with any reimbursable expenses incurred by the Professional;

● Each party shall return or, where return is not practicable, destroy any confidential information belonging to the other party, in accordance with section 4 of these T&C;

● The Client shall promptly revoke the Professional’s access to all shared systems and platforms, in accordance with clause 2.2 of these T&C.

● The Professional shall return to the Client, or at the Client's request delete, all working files, documents, and materials belonging to the Client that are held on the Professional's systems, within thirty (30) days of the effective date of termination. This obligation is without prejudice to the Professional's right to retain copies required for legal, fiscal, or professional indemnity purposes, to the extent permitted or required by applicable law and professional standards.

• Where termination is effected by the Client for cause under Article 8.3, the Professional shall refund any amounts paid by the Client for services not yet rendered or deliverables not yet delivered as at the effective date of termination, within thirty (30) days.

8.5 Survival

The following provisions shall survive the termination or expiry of these T&C and remain in full force and effect:

● Section 2.2.2 (Obligations After the End of the Engagement);

● Section 3 (Fees and Payment);

● Section 4 (Confidentiality);

● Section 5 (Intellectual Property Rights);

● Section 6 (Data Protection and Privacy);

● Section 7 (Liability);

● Section 9 (Applicable Law and Jurisdiction).

9. Applicable Law and Jurisdiction

These T&C shall be governed by and construed in accordance with the laws of the Netherlands.

In the event of a dispute arising out of or in connection with these T&C, the parties commit to first attempting resolution through good-faith negotiation. If negotiation does not result in a resolution within thirty (30) working days of written notification of the dispute, the parties agree to submit the matter to mediation before initiating any legal proceedings.

If the dispute remains unresolved ninety (90) working days after the date of the initial written notification, either party may refer the matter to the Rechtbank Oost-Brabant, locatie Eindhoven (The Netherlands), which shall have exclusive jurisdiction.

10. General Provisions

10.1 Entire Agreement

These Terms and Conditions, together with the Quote (and any supplementary Quote issued under Article 2.1) accepted by the Client, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, proposals, representations, or agreements, whether oral or written, relating to the same subject matter.

10.2 Severability

If any provision of these Terms and Conditions is found to be invalid, unlawful, or unenforceable by a competent court or authority, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or severed from these Terms and Conditions if modification is not possible. The remaining provisions shall continue in full force and effect.

10.3 No Waiver

The failure of either party to enforce any provision of these Terms and Conditions on any occasion shall not constitute a waiver of that party’s right to enforce such provision on any future occasion or to enforce any other provision of these Terms and Conditions.

10.4 Notices

Any notice or communication required or permitted under these Terms and Conditions shall be made in writing and delivered by email to the contact details specified in the Quote, or to such other address as a party may notify in writing. Notices sent by email shall be deemed received on the next business day following transmission, unless the sender receives a delivery failure notification.

10.5 Amendment of Terms and Conditions

10.5.1 General principle

These T&C are subject to periodic review and may be updated by the Professional from time to time. The version of these T&C applicable to any given engagement shall be the version in force at the date the Client accepts the Quote. Any subsequent amendments to these T&C shall not affect engagements already in progress unless both parties expressly agree in writing.

10.5.2 Application to ongoing engagements

Where the engagement is a retainer or interim consulting engagement, the Professional may propose amendments to the T&C for future billing cycles, subject to the following conditions:

● the Professional shall notify the Client in writing of the proposed changes, providing the updated T&C and a summary of the material changes, at least thirty (30) calendar days before the intended effective date;

● the updated T&C shall apply to the engagement from the stated effective date, unless the Client objects in writing before that date.

10.5.3 Right to refuse

Where the Client objects to the proposed amendments within the notice period, the following shall apply:

● the existing T&C shall continue to apply to the engagement, without modification;

● the Parties shall enter into good-faith discussions to seek a mutually acceptable arrangement;

● if no agreement is reached within thirty (30) calendar days following the Client's objection, either Party shall be entitled to terminate the engagement in accordance with the termination for convenience provisions of Article 8.2 applicable to the relevant engagement type;

● such termination shall not give rise to any penalty or liability for damages, beyond the settlement of fees and expenses due up to the effective date of termination.

10.5.4 Minor and legally required changes

Notwithstanding the above, the Professional may implement without prior notice any amendments that are purely administrative (such as corrections of typographical errors, formatting changes, or updates to contact details) or that are required to ensure compliance with changes in applicable law, regulation, or mandatory court decisions. The Professional shall notify the Client of such changes as soon as reasonably practicable.