Terms and Conditions

Version: 1 July 2026

Aurum Advies, trade name of Private Holding B.V., established in Barneveld, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 77920228.

1. Definitions

1.1 In these terms and conditions, the following terms have the following meanings:

Contractor: Aurum Advies.
Client: the party that has entered into an Agreement with the Contractor or to whom the Contractor has issued an offer or quotation.
Parties: the Contractor and the Client jointly.
Agreement: the agreement between the Contractor and the Client, including any amendments and additions.
Services: the consultancy and related services offered by the Contractor, including process analysis and optimisation, IT analysis and strategy, IT and AI integration, custom development and project management, as further described in the Agreement.
In writing: by letter or e-mail, as well as by any other electronic means of communication accepted by the Parties.

2. Applicability

2.1 These terms and conditions apply to all offers, quotations, activities, agreements and deliveries of Services by the Contractor.
2.2 Deviations from these terms and conditions are only binding if agreed in writing between the Parties.
2.3 The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
2.4 If the Agreement and these terms and conditions contain conflicting provisions, the provisions of the Agreement shall prevail.
2.5 These terms and conditions are made available to the Client before or upon entering into the Agreement and can also be consulted via the Contractor's website.

3. Quotations and formation of the Agreement

3.1 All offers and quotations of the Contractor are without obligation, unless stated otherwise in writing. A quotation is valid for 30 days from its date, unless stated otherwise.
3.2 The Agreement is formed at the moment the Client accepts an offer or quotation, or at the moment the Contractor actually commences performance.
3.3 Obvious mistakes or clerical errors in an offer or quotation are not binding on the Contractor.

4. Amendments to the Agreement and additional work

4.1 Amendments to the Agreement, including amendments to these terms and conditions, are only valid if agreed in writing by both Parties.
4.2 If, after the Agreement has been concluded, the Client requests additional or amended activities that fall outside the original assignment (additional work), the Contractor is entitled to charge for this additional work at the agreed or customary rates.

5. Prices and rates

5.1 All prices and rates are exclusive of VAT and any other levies imposed by the government.
5.2 The Contractor reserves the right to implement price changes, of which the Client will be notified in writing in good time.
5.3 For Agreements with a term longer than twelve months, the Contractor is entitled to adjust the rates annually in line with wage and price developments.

6. Services and performance of the Agreement

6.1 The Contractor provides consultancy and related Services, including advice on process optimisation and/or supporting IT and AI implementation.
6.2 All Services are performed on the basis of a best-efforts obligation. The Contractor warrants professional and careful performance but does not guarantee any particular result, unless expressly agreed otherwise in writing.
6.3 The Contractor may engage third parties to carry out certain activities. The Contractor remains the main contractor and is responsible for the quality of the Services provided.
6.4 The Contractor may, if agreed in writing, be authorised by the Client to sign agreements or documents towards suppliers on behalf of the Client.

7. Delivery and delivery time

7.1 The Contractor endeavours to deliver Services within the agreed term. Stated terms are never strict deadlines, unless expressly agreed otherwise in writing.
7.2 Delay in delivery does not entitle the Client to compensation or to dissolution of the Agreement, except in the case of intent or gross negligence on the part of the Contractor.

8. Client's obligations and cooperation

8.1 The Client shall provide the Contractor in good time with all data, information and facilities reasonably required for the performance of the Agreement, and warrants the accuracy and completeness thereof.
8.2 If the cooperation or information required for performance is not provided, or not provided in good time or in accordance with the arrangements, the Contractor is entitled to suspend performance and to charge any resulting costs at the customary rates.

9. Confidentiality

9.1 Both Parties are obliged to maintain confidentiality of all confidential information they have obtained from each other in the context of the Agreement.
9.2 Information is deemed confidential if this has been indicated in writing by the other Party or if this follows from the nature of the information.
9.3 The confidentiality obligation remains in force after termination of the Agreement, for as long as the information concerned can reasonably be regarded as confidential.

10. Intellectual property

10.1 All advice, reports, documents, software and other materials developed by the Contractor, as well as the underlying methods, models and know-how, are and remain the intellectual property of the Contractor, unless agreed otherwise in writing.
10.2 Upon full payment of the agreed fee, the Client obtains a non-exclusive, non-transferable right of use to use the materials provided for the Client's own business purposes for which they are intended. As long as the Client has not paid in full, all rights remain with the Contractor.
10.3 Insofar as the Services make use of software, components or materials of third parties (including open-source components), the licence terms of the relevant third party apply thereto, which the Contractor will make known to the Client.

11. Liability

11.1 The Contractor is not liable for damage of any kind whatsoever arising from following advice provided by the Contractor, unless there is intent or gross negligence on the part of the Contractor.
11.2 The Contractor provides solely consultancy and related Services, whereby the Client at all times bears ultimate responsibility for the decision-making based on the advice provided and for its implementation.
11.3 The Contractor is liable solely for direct damage. Liability for indirect damage — including consequential damage, lost profits, missed savings, business stagnation, loss or corruption of data, and damage due to business interruption — is excluded.
11.4 Any liability of the Contractor is limited to the amount paid out in the relevant case by the Contractor's liability insurance, increased by the deductible.
11.5 If, for whatever reason, no payment is made under the insurance referred to in 11.4, the liability of the Contractor is limited to the amount invoiced for the relevant assignment, with, for assignments of longer duration, a maximum equal to the amount invoiced in the three months preceding the damage-causing event, and in all cases to no more than € 10,000 per event.
11.6 The Client indemnifies the Contractor against claims of third parties that suffer damage in connection with the performance of the Agreement and the cause of which is attributable to the Client.
11.7 Any claim of the Client for damages lapses if it has not been reported in writing to the Contractor within twelve months after the Client became aware, or could reasonably have become aware, of the damage.
11.8 The limitations and exclusions of liability set out in this article do not apply insofar as the damage is the result of intent or deliberate recklessness on the part of the Contractor.

12. Indemnification

12.1 The Client indemnifies the Contractor against all claims of third parties relating to the performance of the Agreement, unless such claims are the result of intent or gross negligence on the part of the Contractor.

13. Force majeure

13.1 The Contractor is not liable for damage arising from a situation of force majeure, which is also understood to include: natural disasters, government measures, disruptions or failure of energy, internet or communication facilities, cyber incidents, failure of suppliers, and incapacity for work of persons involved in the performance.
13.2 During the period of force majeure, the obligations of the Contractor are suspended.
13.3 If the force majeure situation lasts longer than 60 days, both Parties are entitled to dissolve the Agreement in writing, without any obligation to pay compensation arising as a result.
13.4 Activities that the Contractor has already performed before or during the force majeure situation will be charged on a pro rata basis.

14. Cancellation and termination

14.1 Both Parties may terminate the Agreement with a notice period of 30 days, unless agreed otherwise in writing.
14.2 In the event of early termination of the Agreement, the Client is obliged to pay for all Services delivered and costs incurred up to that point.
14.3 The Contractor may suspend or dissolve the Agreement in writing with immediate effect if the Client is in default of a material obligation, applies for suspension of payments, is declared bankrupt or ceases its business.

15. Payments and payment terms

15.1 Invoicing takes place on the basis of the rates and payment terms agreed between the Parties.
15.2 The standard payment term is 14 days from the invoice date, unless agreed otherwise in writing.
15.3 If the payment term is exceeded, the Client is in default without further notice of default and owes the statutory commercial interest (Section 6:119a of the Dutch Civil Code).
15.4 All reasonable costs incurred to obtain payment out of court (extrajudicial collection costs) are for the account of the Client, with a minimum of € 75.
15.5 Objections to the amount of an invoice do not suspend the payment obligation.
15.6 The Client is not entitled to set-off or suspension of its payment obligation, unless agreed otherwise in writing.

16. Complaints procedure

16.1 Complaints about the Services provided must be submitted in writing within 14 days of discovering the defect.
16.2 The Contractor will respond to the complaint within a reasonable period and will, if the complaint is justified, endeavour to the best of its ability to resolve it.
16.3 Submitting a complaint does not release the Client from its payment obligation.

17. Processing of personal data

17.1 The Contractor complies with the General Data Protection Regulation (GDPR) when processing personal data.
17.2 Insofar as the Contractor processes personal data in the context of the Agreement, this takes place on the basis of the necessity for the performance of the Agreement, the legitimate interest of the Parties, or another valid basis under the GDPR.
17.3 If the Contractor processes personal data in the performance of the Agreement for and under the responsibility of the Client, the Contractor qualifies as a processor. In that case, the Parties will conclude a data processing agreement pursuant to Article 28 GDPR, which in that case forms part of the Agreement.
17.4 The Client warrants that it is entitled to (have) the personal data provided to the Contractor processed, and indemnifies the Contractor against claims of data subjects or third parties arising therefrom.

18. Non-solicitation of personnel and engaged third parties

18.1 The Client is not permitted, during the term of the Agreement and for up to twelve months after its termination, to engage or approach, directly or indirectly, employees or third parties engaged by the Contractor who have been involved in the performance, for employment or assignment, except with the prior written consent of the Contractor.
18.2 In the event of a breach of this article, the Client owes an immediately payable penalty of € 25,000 per breach, without prejudice to the Contractor's right to full compensation.

19. Transferability of rights

19.1 The Client may not transfer any rights or obligations under the Agreement to third parties without the written consent of the Contractor.
19.2 The Contractor is entitled to transfer its rights and obligations under the Agreement to an affiliated company or in the context of a (partial) transfer of its business, in which case the Client will be notified in writing.

20. Conversion and partial nullity

20.1 If any provision of these terms and conditions or of the Agreement proves to be null and void or voidable, the remaining provisions remain in full force.
20.2 In that case, the Parties will replace the null and void or annulled provision with a valid provision that approximates the purport of the original provision as closely as possible.

21. Governing law and competent court

21.1 All Agreements are governed by Dutch law.
21.2 Disputes arising from or connected with the services are submitted exclusively to the competent court of the District Court of Gelderland (Rechtbank Gelderland).
21.3 These terms and conditions are a translation of the Dutch-language version. In the event of any discrepancy between the English and Dutch versions, the Dutch version shall prevail.

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