1. Applicability and definitions
These General Terms and Conditions apply to all offers, services, agreements and activities of VADERSCO Strategic Transformation B.V. (hereinafter: VADERSCO), unless expressly agreed otherwise in writing.
Client means any natural person or legal entity that commissions VADERSCO to perform services.
A retainer agreement means an agreement pursuant to which VADERSCO provides ongoing availability and strategic advisory services for an agreed period in return for a fixed periodic fee, irrespective of the actual use of services.
Any terms or conditions of the Client are expressly rejected unless and to the extent explicitly accepted in writing by VADERSCO.
2. Nature of the services
VADERSCO provides strategic advisory services, including but not limited to board‑level advisory, strategic reflection, executive support and related services.
All services are provided on a best‑efforts basis. VADERSCO does not guarantee the achievement of any specific result.
In the case of retainer agreements, the services include availability for consultation, reflection and ad‑hoc advice within the agreed scope.
3. Formation of the agreement
An agreement is concluded when VADERSCO has confirmed an assignment in writing or has commenced performance of the services.
Any amendments to the agreement, including changes to the scope or duration of a retainer, are only binding if agreed in writing.
4. Obligations of the parties
VADERSCO shall perform its services with due care and professionalism, as may be expected from a senior strategic advisory practice.
The Client shall ensure that all information required for the proper performance of the services is provided in a timely, complete and accurate manner. VADERSCO shall not be liable for damage resulting from incorrect or incomplete information provided by the Client.
5. Fees and payment
Unless otherwise agreed, services are provided against an agreed fee or rate, exclusive of VAT and out‑of‑pocket expenses.
Under retainer agreements, the agreed fee is invoiced monthly in advance and is payable regardless of the actual use of advisory hours or contact moments.
Invoices must be paid within 14 days of the invoice date. If payment is not made in time, the Client is in default by operation of law. In such case, VADERSCO is entitled to charge statutory interest and reasonable collection costs.
VADERSCO is entitled to suspend its services if the Client fails to meet its payment obligations.
6. Term, termination and cancellation
Retainer agreements are entered into for a fixed or indefinite term, as agreed in writing.
If entered into for an indefinite term, either party may terminate the agreement in writing subject to a one (1) month notice period, unless otherwise agreed in writing.
Agreements for a fixed term terminate by operation of law upon expiry of the agreed period, unless extended in writing.
Cancellation of specific appointments or scheduled services by the Client must be made in writing. If cancellation occurs within 48 hours prior to a scheduled appointment, VADERSCO is entitled to charge the full agreed fee, unless agreed otherwise in writing.
Either party may terminate the agreement with immediate effect if the other party materially breaches the agreement and fails to remedy such breach within a reasonable period after written notice of default.
7. Confidentiality
Both parties are obliged to keep confidential all confidential information obtained in connection with the agreement. This obligation continues after termination of the agreement.
8. Cybersecurity and information security
VADERSCO implements appropriate technical and organisational measures to protect confidential information and digital data processed in the context of the services against unauthorised access, loss or misuse.
The Client is responsible for maintaining an adequate level of security of its own systems and information environment. VADERSCO shall not be liable for damage resulting from security incidents within the Client’s systems or with third parties outside VADERSCO’s reasonable control.
9. Intellectual property
All intellectual property rights relating to materials, analyses, documents, insights and deliverables developed or provided by VADERSCO vest exclusively in VADERSCO, unless expressly agreed otherwise in writing.
The Client is granted a limited right to use such materials solely for the purpose for which they were provided.
10. Liability
The liability of VADERSCO is limited to the amount of the fee charged for the relevant assignment, or in the case of retainer agreements, to the fees payable over a three‑month period.
VADERSCO shall not be liable for indirect or consequential damage, including but not limited to loss of profit, loss of data or business interruption.
These limitations do not apply in the event of wilful misconduct or gross negligence on the part of VADERSCO.
11. Force majeure
VADERSCO shall not be obliged to perform any obligation if prevented from doing so due to force majeure, including but not limited to failures of digital infrastructure, cyber incidents, illness, governmental measures or other circumstances beyond its reasonable control.
12. International clients
Dutch law shall apply to agreements with Clients established outside the Netherlands, unless expressly agreed otherwise in writing.
Any disputes arising out of or in connection with the agreement shall be submitted exclusively to the competent court in the Netherlands, without prejudice to VADERSCO’s right to submit a dispute to the competent court of the Client’s place of establishment if it deems appropriate.
13. Governing law and jurisdiction
All agreements between VADERSCO and the Client are governed by Dutch law.
Any disputes which cannot be resolved amicably shall be submitted to the competent court in the district where VADERSCO is established.
14. Final provision
VADERSCO reserves the right to amend these General Terms and Conditions. The most recent version is always available on the website and applies to new engagements.