Legal
General Terms and Conditions
of Consultancy Services · Argelis Consultancy · v1.3 — August 2026
These General Terms and Conditions (“Terms”) govern all consultancy services provided by Argelis Consultancy, a sole trader (“Consultant”) registered in the Netherlands. They are incorporated by reference into every Service Agreement between the Consultant and a client.
These Terms are governed by Dutch law as the default. Where a client is based in the United Kingdom, additional terms appear at the end of each relevant clause in clearly marked boxes. Those additional terms apply alongside the main clause, not instead of it.
Some engagements are also governed by Additional Terms issued by the Consultant for a particular category of Services (for example build and implementation work). Where a Service Agreement incorporates such Additional Terms, the order of precedence in the event of conflict is: (1) the Service Agreement; (2) the applicable Additional Terms; (3) these Terms.
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1. Definitions
In these Terms, the following words have the meanings below. Capitalised terms used in a Service Agreement have the same meanings unless otherwise defined there.
(a) “Service Agreement” means the signed document that incorporates these Terms and sets out the specific scope, fees and parties for a particular engagement.
(b) “Services” means the consultancy services described in the applicable Service Agreement.
(c) “Deliverables” means any outputs, reports, documents or other work product produced by the Consultant in performing the Services.
(d) “Confidential Information” means any non-public information disclosed by either party to the other in connection with the Services.
(e) “Intellectual Property Rights” means patents, trademarks, copyright, database rights, design rights, know-how and all other intellectual property rights, whether registered or unregistered.
(f) “Background IP” means methodologies, frameworks, tools, templates and know-how developed by the Consultant independently of any Service Agreement.
(g) “AVG” means Verordening (EU) 2016/679 (the EU General Data Protection Regulation) as implemented in the Netherlands by the Uitvoeringswet AVG.
(h) “Personal Data” has the meaning given to it under the AVG or applicable data protection law.
(i) “Wet DBA” means the Dutch Wet Deregulering Beoordeling Arbeidsrelaties, governing independent contractor status in the Netherlands.
(j) “Additional Terms” means any set of additional terms and conditions issued by the Consultant that supplement these Terms for a particular category of Services — including the Terms and Conditions Build & Implementation Services — where a Service Agreement expressly incorporates them.
UK clients — additional terms
1.UK.1 “UK GDPR” means the UK General Data Protection Regulation as retained in UK law by the European Union (Withdrawal) Act 2018, read together with the Data Protection Act 2018.
1.UK.2 “Late Payment Act” means the Late Payment of Commercial Debts (Interest) Act 1998 (UK).
1.UK.3 “ITEPA” means the Income Tax (Earnings and Pensions) Act 2003 (UK), Chapter 10 of which contains the off-payroll working rules commonly referred to as IR35.
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2. Performance of Services
2.1 The Consultant shall perform the Services with reasonable care and skill (zorgplicht), in a professional and timely manner consistent with recognised standards in the relevant field.
2.2 The Consultant may engage suitably qualified sub-contractors to assist in delivering the Services. The Consultant remains responsible for their work and shall obtain the Client’s prior written consent, not to be unreasonably withheld.
2.3 The Client shall provide reasonable access to information, personnel and systems necessary for delivery of the Services. Delays caused by the Client’s failure to do so may affect agreed timescales, and the Consultant shall not be liable for any resulting delay.
2.4 Any changes to the agreed scope of Services must be agreed in writing by both parties before work commences on the change.
2.5 Subject to clause 2.6 — advisory nature of Services: All Deliverables represent the professional opinion of the Consultant and are provided for advisory purposes only. The Client retains full responsibility for all decisions made in reliance on the Consultant’s advice or recommendations. The Consultant does not accept liability for outcomes resulting from the Client’s decisions, provided the Consultant has performed the Services with reasonable care and skill.
2.6 Nature of Services. Unless a Service Agreement expressly states otherwise, the Services are advisory in nature and clause 2.5 applies in full. Where a Service Agreement expressly provides for build, configuration, development, automation or other implementation work, the resulting functional Deliverables are not advisory Deliverables: they are governed by that Service Agreement together with the Terms and Conditions Build & Implementation Services, and clause 2.5 does not apply to them.
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3. Fees and Payment
3.1 The Client shall pay the fees set out in the Service Agreement. All fees are exclusive of BTW (omzetbelasting / VAT) unless expressly stated otherwise.
3.2 BTW: The Consultant is registered for BTW in the Netherlands. For Dutch clients, BTW is charged at the applicable rate and stated on invoices. For clients in other EU member states, the reverse charge mechanism (art. 196 EU VAT Directive) applies; invoices will state: “BTW verlegd — art. 196 BTW-richtlijn” and include the Client’s EU VAT number.
3.3 Invoices are due within fourteen (14) days of the invoice date unless a different schedule is specified in the Service Agreement.
3.4 Late payments accrue statutory commercial interest (wettelijke handelsrente) under Article 6:119a of the Dutch Civil Code (Burgerlijk Wetboek), at the rate published annually by the Dutch government.
3.5 Reasonable, pre-approved expenses (travel, accommodation, materials) will be invoiced at cost with receipts. Expenses above €50 per item require prior written approval.
UK clients — additional terms
3.UK.1 VAT (UK clients): Services supplied by the Consultant to a UK-based client are outside the scope of UK VAT. The UK domestic reverse charge applies; invoices will carry the note: “VAT: Reverse charge — customer to account for VAT to HMRC.” The UK client is solely responsible for accounting for VAT to HMRC under the reverse charge rules.
3.UK.2 Late payment (UK clients): In addition to any interest under Dutch law, late payments by UK clients also accrue interest at 8% per annum above the Bank of England base rate, as permitted under the Late Payment Act. The Consultant may enforce either provision but not both simultaneously on the same debt.
3.UK.3 Expense thresholds (UK clients): Where fees and expenses are agreed in GBP in the Service Agreement, the EUR threshold in clause 3.5 shall be converted at the exchange rate published by the European Central Bank on the date of the Service Agreement.
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4. Intellectual Property
4.1 Background IP: The Consultant’s Background IP remains the exclusive property of the Consultant. Nothing in these Terms transfers ownership of Background IP to the Client. This is consistent with the Dutch Auteurswet (Copyright Act) and Databankenwet.
4.2 Deliverables: Subject to full payment of all fees due, the Consultant assigns (overdraagt) to the Client all Intellectual Property Rights in Deliverables specifically created for the Client under the relevant Service Agreement, to the extent such rights are capable of assignment under Dutch law.
4.3 Licence: Where Deliverables incorporate Background IP, the Consultant grants the Client a non-exclusive, royalty-free, non-transferable licence to use that Background IP solely for the Client’s own internal purposes.
4.4 The Client shall not sub-license, sell or transfer rights in the Deliverables to third parties without the Consultant’s prior written consent.
4.5 Moral rights: The Consultant asserts the right to be identified as author of the Deliverables where required by applicable law, except where the Client’s confidentiality requirements make attribution impractical, as agreed in writing.
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5. Confidentiality
5.1 Each party shall keep the other’s Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent, except as required by law or to obtain professional advice (on equivalent confidentiality terms).
5.2 These obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the receiving party before disclosure; or (c) is independently developed without use of the Confidential Information.
5.3 Confidentiality obligations apply for the duration of the relevant Service Agreement and for a period of two (2) years following the date that Service Agreement terminates or is completed. Personal Data is excluded from this clause and remains subject to the obligations in clause 6 for as long as required by applicable data protection law.
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6. Data Protection
6.1 This Clause 6 governs Personal Data that the Consultant processes on the Client’s documented instructions under a Service Agreement, distinct from the Consultant’s own processing of correspondence and business-contact data as controller (see the Consultant’s Privacy Policy for the Consultant’s data protection practices in that capacity). Processing under this Clause 6 is carried out in accordance with the AVG and the Dutch Uitvoeringswet AVG and is subject to supervision by the Dutch Autoriteit Persoonsgegevens (AP).
6.2 Where the Consultant processes Personal Data on behalf of the Client, the Consultant acts as verwerker (data processor) and the Client acts as verwerkingsverantwoordelijke (data controller). The parties shall enter into a verwerkersovereenkomst (Data Processing Agreement) where required by the AVG.
6.3 The Consultant shall: (a) process Personal Data only on the Client’s documented instructions; (b) implement appropriate technical and organisational security measures; (c) not transfer Personal Data outside the EEA without appropriate safeguards; and (d) promptly notify the Client of any Personal Data breach (datalek).
6.4 Transfers from the Netherlands to the UK: The European Commission has adopted an adequacy decision in respect of the UK under Article 45 AVG. Personal Data may therefore be transferred to UK-based clients without additional safeguards, subject to any future change to that adequacy decision. If that adequacy decision is revoked or amended, the Consultant will apply Standard Contractual Clauses or another valid AVG transfer mechanism, consistent with the approach described in the Consultant’s Privacy Policy.
6.5 Use of AI-Assisted Tools: The Consultant uses artificial intelligence tools and services (“AI Tools”) as part of the delivery of the Services. AI Tools may be used for research, analysis, drafting, transcription and other tasks that support the Consultant’s work. By entering into an agreement subject to these Terms, the Client acknowledges and consents to the Consultant’s use of AI Tools in the performance of the Services.
6.6 Where the use of AI Tools involves the processing of Personal Data on behalf of the Client, the providers of those AI Tools act as sub-processors within the meaning of Article 28(2) AVG. The Client grants the Consultant general written authorisation to engage AI sub-processors for this purpose, subject to the safeguards in clauses 6.7 and 6.8.
6.7 The Consultant shall ensure that any AI Tool used to process Client Personal Data: (a) is provided by a reputable third party that maintains a data processing agreement incorporating Standard Contractual Clauses or equivalent transfer safeguards approved by the European Commission, where Personal Data is transferred outside the EEA; (b) does not use Client Personal Data for model training, fine-tuning or any purpose other than providing the contracted service to the Consultant; (c) is bound by data protection obligations no less protective than those set out in this clause 6; and (d) implements appropriate technical and organisational security measures.
6.8 The Consultant shall make available to the Client, on reasonable request, a current list of AI sub-processors used to process Client Personal Data, including the categories of processing performed and the location of processing. The Consultant remains fully liable to the Client for the acts and omissions of its AI sub-processors to the extent required by Article 28(4) AVG.
6.9 All Deliverables produced with the assistance of AI Tools are reviewed, verified and approved by the Consultant before delivery. The Consultant bears full professional responsibility for the accuracy, quality and fitness for purpose of all Deliverables, regardless of whether AI Tools were used in their preparation.
UK clients — additional terms
6.UK.1 The UK client is responsible for its own compliance with the UK GDPR and the Data Protection Act 2018, including any registration with the Information Commissioner’s Office (ICO).
6.UK.2 Transfers from the UK to the Netherlands: such transfers are permissible under the UK’s adequacy regulations for EEA countries (including the Netherlands), subject to any future change to those regulations. If that adequacy status changes, the Consultant will apply the International Data Transfer Addendum issued by the Information Commissioner’s Office or another valid transfer mechanism, consistent with the approach described in the Consultant’s Privacy Policy.
6.UK.3 The Consultant’s obligations in clause 6.3 apply equally to Personal Data of UK data subjects, read in the context of the UK GDPR where applicable.
6.UK.4 AI-Assisted Tools (UK clients): References to the AVG in clauses 6.5 to 6.9 shall be read as references to the UK GDPR and the Data Protection Act 2018. References to Standard Contractual Clauses shall include the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, as issued by the Information Commissioner’s Office.
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7. Liability
7.1 Nothing in these Terms limits either party’s liability for: (a) death or personal injury caused by negligence (onrechtmatige daad); (b) fraud (bedrog) or fraudulent misrepresentation; or (c) any other liability that cannot be excluded under Dutch law.
7.2 Subject to clause 7.1, the Consultant’s total aggregate liability for any and all claims under a Service Agreement shall not exceed the total fees paid under that Service Agreement in the three (3) months preceding the event giving rise to the claim.
7.3 Neither party shall be liable for indirect or consequential loss (gevolgschade), including loss of profit, revenue, data or reputation, whether arising in contract or tort, even if advised of the possibility.
7.4 Liability exclusions are subject to the Dutch rules on unreasonably onerous general terms (onredelijk bezwarend beding) under Articles 6:233–6:235 Burgerlijk Wetboek. If any exclusion is found unenforceable, the remaining limitations continue in full force.
7.5 The Consultant maintains professional indemnity (beroepsaansprakelijkheidsverzekering) and public liability insurance. Evidence of cover is available on reasonable request.
7.6 Where a Service Agreement incorporates the Terms and Conditions Build & Implementation Services, the liability provisions of those terms govern claims relating to Build Services in place of clause 7.2, to the extent stated in those terms. Clauses 7.1, 7.3, 7.4 and 7.5 continue to apply.
UK clients — additional terms
7.UK.1 For UK clients, liability exclusions are subject to the Unfair Contract Terms Act 1977 and, where applicable, the Consumer Rights Act 2015. The Consultant considers the limitations in clauses 7.2 and 7.3 to be reasonable having regard to the nature of the Services, the fees charged and the availability of insurance.
7.UK.2 Where any limitation is found unenforceable by an English court, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining limitations shall continue in full force.
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8. Independent Contractor
8.1 The Consultant is an independent contractor (zelfstandige zonder personeel — ZZP). Nothing in these Terms creates a relationship of employment (arbeidsovereenkomst), agency, partnership or joint venture.
8.2 The Consultant is responsible for all Dutch taxes (inkomstenbelasting), social insurance contributions (ZVW, AOW) and other statutory payments due in the Netherlands on fees received.
8.3 Wet DBA compliance: The engagement is structured to comply with the Wet Deregulering Beoordeling Arbeidsrelaties. The Consultant operates as a genuine independent contractor with control over the manner of performance. Both parties shall co-operate if the Belastingdienst initiates a status review.
UK clients — additional terms
8.UK.1 IR35 / Off-Payroll Working: The Consultant is established and resident in the Netherlands. The UK off-payroll working rules under Chapter 10 of ITEPA do not automatically extend to a non-UK contractor providing services from outside the UK. Where HMRC requires a status assessment, both parties shall co-operate in good faith.
8.UK.2 Status Determination Statement: If a UK client is a medium or large organisation (as defined under the Companies Act 2006) and determines that an SDS is required under UK law, the client shall issue the SDS promptly and provide a copy to the Consultant. The Consultant shall notify the client of any disagreement within 25 working days.
8.UK.3 The UK client is not required to deduct PAYE income tax or National Insurance contributions from fees paid to the Consultant, unless HMRC formally determines otherwise following a status assessment.
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9. Termination
9.1 Either party may terminate a Service Agreement for convenience (opzegging) on thirty (30) days’ written notice.
9.2 Either party may terminate a Service Agreement immediately (ontbinding) by written notice if the other: (a) commits a material breach and fails to remedy it within 14 days of written notice; (b) is declared bankrupt or applies for surseance van betaling; or (c) commits fraud or serious dishonesty.
9.3 On termination: (a) the Client shall pay for all Services properly performed to the termination date; (b) each party shall return or destroy the other’s Confidential Information; and (c) clauses 4, 5, 6, 7 and 11 survive termination.
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10. Force Majeure
10.1 Neither party is in breach of a Service Agreement for any failure or delay caused by overmacht — circumstances beyond its reasonable control, including natural disasters, war, strikes, government action, pandemic or telecommunications failure.
10.2 The affected party shall notify the other promptly. If the overmacht event continues beyond 60 days, either party may terminate on written notice, with no liability other than payment for Services already performed.
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11. Governing Law and Disputes
11.1 Default governing law: These Terms and any Service Agreement are governed by and construed in accordance with the laws of the Netherlands.
11.2 Default jurisdiction: The parties submit to the non-exclusive jurisdiction of the competent Dutch courts, with the Rechtbank Amsterdam as the court of first instance, save that either party may seek emergency relief in any competent court.
11.3 Dispute resolution: Before commencing formal proceedings, the parties shall attempt to resolve any dispute by good-faith negotiation for at least 30 days following written notice of the dispute. If unresolved, either party may refer the matter to mediation under the rules of the Netherlands Mediation Institute (NMI) before escalating to litigation.
UK clients — additional terms
11.UK.1 English law election: For engagements with a UK-based client, the parties may agree in the Service Agreement to substitute the laws of England and Wales as the governing law, and the courts of England and Wales as the exclusive jurisdiction. Such election must be made expressly and in writing in the Service Agreement.
11.UK.2 Effect of election: Where English law is elected, the courts of England and Wales shall have exclusive jurisdiction over any dispute. The pre-action negotiation period in clause 11.3 continues to apply.
11.UK.3 Absence of election: If the Service Agreement does not elect English law, Dutch law applies as the default under clauses 11.1 and 11.2, even where the Client is UK-based.
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12. General
12.1 Entire agreement: These Terms together with the applicable Service Agreement constitute the entire agreement for that engagement, superseding all prior negotiations and representations.
12.2 Amendments: These Terms may be updated by the Consultant from time to time. The version incorporated into a signed Service Agreement is binding for that engagement and cannot be unilaterally varied.
12.3 Severability: If any provision is found invalid or unenforceable (vernietigbaar of nietig), the remaining provisions continue in full force.
12.4 Waiver: A failure to exercise or delay in exercising any right does not constitute a waiver (afstand van recht).
12.5 Notices: Notices shall be in writing and delivered by email to the addresses stated in the relevant Service Agreement.
12.6 Assignment: The Client may not assign or transfer rights or obligations under any Service Agreement without the Consultant’s prior written consent. The Consultant may assign to a successor entity on written notice.
UK clients — additional terms
12.UK.1 Third parties: Nothing in these Terms confers any benefit on, or is enforceable by, any person who is not a party to the relevant Service Agreement, under the Contracts (Rights of Third Parties) Act 1999 (England and Wales). The parties may vary or rescind any Service Agreement without a third party’s consent.
12.UK.2 Counterparts: Where English law applies, this Agreement may be executed in counterparts. Execution by electronic signature (including DocuSign, Adobe Sign or equivalent) is accepted and binding.
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