
2. General Terms and Conditions
2.1 Scope of ServicesServices are provided pursuant to a written Agreement, Proposal, or Statement of Work (SOW). Inthe event of inconsistency, the signed Agreement shall prevail.
2.2 Confidentiality
All non-public information disclosed in any form is considered Confidential Information. Each partyshall:
• Use Confidential Information solely for the purpose of the engagement
• Restrict access to employees and subcontractors on a need-to-know basis
• Apply reasonable security measures
• Notify the other party without undue delay in case of breachConfidentiality obligations survive termination for five (5) years and indefinitely for trade secrets.
2.3 Intellectual Property Rights
All proprietary methodologies, frameworks, templates, analytical models, and know-how remain theexclusive property of Chain Logic. Client deliverables may be used internally but may not bereproduced, resold, or distributed externally without prior written consent.
2.4 Fees and Payment
Fees are specified in the applicable Agreement. Invoices are payable within fourteen (14) daysunless otherwise agreed. Late payments may result in statutory interest and recovery costs.
2.5 Retainer and Subscription Arrangements
Where services are provided under a retainer:
• A minimum commitment term applies (typically 3–12 months)
• Fees are invoiced in advance
• Unused hours do not roll over unless expressly agreed
• Work outside scope is billed separately
• Early termination does not waive payment obligations for the agreed minimum term
2.6 Success Fee Arrangements
Where a success fee is agreed:
• The calculation methodology shall be defined in writing prior to commencement
• Financial benefit must be directly attributable to Chain Logic’s services
• Savings or benefits shall be jointly validated or independently verified
• Success fees become payable upon measurable realisation of financial benefit
• Disputes may be resolved by mutually appointed independent auditor
2.7 Limitation of Liability
The total aggregate liability of Chain Logic shall not exceed the total fees paid under the relevantengagement during the twelve (12) months preceding the claim.Chain Logic shall not be liable for indirect, consequential, or incidental damages, including loss ofprofit, revenue, goodwill, or business interruption.
2.8 Client Responsibility
The Client is responsible for providing accurate, complete, and timely information. All final businessdecisions remain the sole responsibility of the Client.
2.9 Indemnification
The Client shall indemnify and hold harmless Chain Logic against claims arising from inaccurate orincomplete information supplied by the Client.
2.10 Non-Solicitation
During the engagement and for twelve (12) months thereafter, the Client shall not directly solicit orhire employees or contractors of Chain Logic without prior written consent.
2.11 Compliance and Ethics
Both parties shall comply with applicable anti-bribery, anti-corruption, and trade compliance laws.
2.12 Force Majeure
Neither party shall be liable for failure or delay resulting from events beyond reasonable control.
2.13 Governing Law and Jurisdiction
These terms are governed by Dutch law. Disputes shall be submitted exclusively to the competentcourts in the Netherlands.
2.14 Amendments
Chain Logic reserves the right to amend
The Company may process:
• Identification data (name, title, employer, company details)
• Contact data (email address, phone number, business address)
• Contractual and billing data• Communication records and correspondence
• Technical data (IP address, device information, website analytics)
• Supplier and procurement-related data provided within the scope of services
Personal data is processed solely for:
• Performance of consulting and advisory services
• Contract management and invoicing
• Compliance with legal obligations
• Risk management and internal governance
• Marketing communication (where consent applies)
Processing is based on contractual necessity, legal obligation, legitimate interest, or explicitconsent where required.
Data is retained only as long as necessary to fulfil contractual obligations and comply with statutoryretention periods.
Personal data may be shared with:
• Professional advisers (legal, tax, audit)
• IT and hosting providers
• Regulatory authorities when legally requiredPersonal data is never sold.
Where data is transferred outside the EU/EEA, appropriate safeguards such as StandardContractual Clauses (SCCs) are implemented.
Appropriate technical and organisational measures are implemented, including access control,encryption where applicable, and confidentiality agreements with personnel and subcontractors.
Data subjects have the right to access, rectify, erase, restrict processing, object, request portability,and lodge a complaint with the Dutch Data Protection Authority.
Where Chain Logic acts as a data processor on behalf of a client, a separate Data ProcessingAgreement shall apply.